Common use of Transfer and Assignment Clause in Contracts

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

Transfer and Assignment. Party A may, without Counterparty’s consent, may transfer or assign all its rights and obligations hereunder and under the Agreement, in whole or in part, to any part of its rights Affiliates of equivalent credit quality (or whose obligations under are guaranteed by an entity of equivalent credit quality) without the Transaction to any affiliate prior written consent of Party A B; provided that such transfer and/or assignment shall be permitted only so long as (1i) that has an Event of Default or Termination Event will not occur as a long-term issuer rating that is equal to or better than Party A’s credit rating at the time 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 (2B) whose obligations hereunder not a U.S. Person and each payment that will be guaranteed, pursuant to received by it under the terms Agreement will be treated as effectively connected with its conduct of a customary guarantee in trade or business within the United States within the meaning of Section 864(c) of the Code (a form used by Party A generally for similar transactions“Non-U.S. ECI Entity”), by Party A (iii) as a result of such transfer or Party A’s ultimate parent so long as assignment (ax) Party B will not be required to pay or deliver to such assignee the transferee on any payment date or transferee delivery date an amount in respect of an Indemnifiable Tax (including, without limitation, under Section 2(d)(i)(4) of the Agreement Agreement) or a number of Shares, as applicable, greater than the amount which 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 or transfer; and (by) Party B will not be entitled to receive a from the transferee on any payment from which date or delivery date an amount has been withheld or deducted on account of a Tax (including, without limitation, under Section 2(d)(i2(d)(i)(4) of the Agreement in excess Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to so withhold pay or deduct deliver, as the case may be, to Party B in the absence of such assignment or transfertransfer and assignment, unless and (iv) the transferee provides the tax documentation and makes the tax representations of Party A would be required specified in Section 4 under the heading “Tax Matters” on or prior to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates 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 the 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, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or obligations under delegate any of its duties hereunder without the Transaction prior written consent of Party B, to any affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s Affiliates whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant assignment at least equal to the terms credit rating of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or the ultimate parent of Party A’s ultimate parent , so long as (a1) 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 to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment transfer or transfer; assignment, and (b3) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment transfer or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transferassignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

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

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by Party A or its ultimate parent entity or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may, without Counterparty’s consent, may transfer or assign all or any part of its rights or and obligations hereunder and under the Transaction Agreement, in whole or in part, without the consent of Party B, to any affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s Affiliates whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of JPMorgan Chase Bank, National Association, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant assignment at least equal to the terms credit rating of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or the ultimate parent of Party A’s ultimate parent , so long as (a1) 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 to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment transfer or transfer; assignment, and (b3) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment transfer or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transferassignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or its ultimate or direct parent entity or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may, without Counterparty’s consent, transfer or may assign all or any part of its rights or and obligations under the Transaction to any affiliate of Party A Agreement, in whole or in part, (1) to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor) or that has a long-otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher long term issuer senior unsecured debt rating that is equal to (as determined by S&P or better than Party A’s credit rating Moody’s) as Holdings at the time of such transfer or assignmenttransfer, or in each case provided that (2A) whose obligations hereunder will be guaranteed, pursuant to the terms transferee is an Eligible Replacement and (B) in the case of a customary guarantee transfer in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not be required to pay to such assignee or transferee an amount in respect part substantially all of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount which Party B would have been required to pay Party A in the absence of such assignment or transfer; (b) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations under this Agreement are transferred to the transferee, as determined by Party B acting in respect a commercially reasonable manner. In the event of the Transaction and any such designee may assume such obligations. a transfer, this Agreement shall be replaced with an Agreement having identical terms except that Party A shall be discharged replaced as a counterparty or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of its obligations any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of Default or Termination Event to occur. Party B A will provide prior written notice to the extent each Rating Agency of any such performanceassignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such transfer. All collateral posted by Party A shall be returned to Party A immediately upon the assumption by a substitute counterparty of all of Party A’s obligations hereunder.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by Bank of America Corporation or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

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

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

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

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

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

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable.

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

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

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by ▇▇▇▇▇▇▇ Sachs Group, Inc. or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by [•] or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance. EXHIBIT B-21 Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or obligations under the Transaction delegate any of its duties hereunder to any affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteedand under the Agreement are fully and unconditionally guaranteed by Bank of America, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party N.A.; provided that (A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than the credit rating of Party A’s credit rating , or its ultimate or direct parent entity, at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect either case, as a result of such Tax; and transfer or assignment, (cB) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event shall (x) have occurred with respect to Party A or Acceleration Event will (y) occur with respect to either party solely as a result of such assignment transfer or transferassignment, and (C) no Acceleration Event or other event giving rise to a right or responsibility to designate a Termination Settlement Date or otherwise terminate or cancel the Transaction or to make adjustment to the terms of the Transaction would result from such transfer or assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that (I) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation and (II) no Acceleration Event or other event giving rise to a right or responsibility to designate a Termination Settlement Date or otherwise terminate or cancel the Transation or to make adjustment to the terms of the Transaction would result from such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by Deutsche Bank AG or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction Agreement are fully and unconditionally guaranteed by Party A or its ultimate parent or parent entity pursuant to the terms of a guarantee in a form reasonably acceptable to Party B or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by [•] or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Transfer and Assignment. Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or obligations under the Transaction delegate any of its duties hereunder to any affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s credit rating at ; provided that, under the time applicable law effective on the date of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (b) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Transaction to Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A (1) that has with a long-term issuer rating that is equal to or better than Party A’s the credit rating of Party A at the time of such transfer assignment or assignment, or transfer; provided that (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount which Party B would have been required to pay Party A in law as of the absence date of such assignment the transfer or transfer; assignment, nor (by) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (c) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A maymay assign or transfer all, without Counterparty’s consentbut not less than all, transfer or assign all or any part of its rights or obligations under the Transaction and duties hereunder to any affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s credit rating at ; provided that, under the time applicable law effective on the date of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (b) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by [Party A would be required A] or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of [Party B amounts under Section 2(d)(i)(4) of A] at the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A maymay assign or transfer all, without Counterparty’s consentbut not less than all, transfer or assign all or any part of its rights or obligations under the Transaction and duties hereunder to any affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s credit rating at ; provided that, under the time applicable law effective on the date of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (b) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

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

Transfer and Assignment. Party A maymay assign or transfer all, without Counterparty’s consentbut not less than all, transfer or assign all or any part of its rights or obligations under the Transaction and duties hereunder to any affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s credit rating at ; provided that, under the time applicable law effective on the date of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (b) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transferassignment; provided, unless further, that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may, without Counterparty’s consent, may assign or transfer or assign all or any part of its rights or obligations under the Transaction delegate any of its duties hereunder to any affiliate Affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by better creditworthiness as Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) such assignee or transferee duly appoints a process agent in the Borough of Manhattan, New York to receive service of process in any Proceedings; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. In addition, the transferee or assignee shall agree that following such transfer or assignment, Party B will not (x) be required to pay to such assignee or transferee an any amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than in excess of the amount which Party B it would have been required to pay Party A in the absence of such assignment or transfer; (b) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of absent such assignment or transfer, unless or (y) receive a payment from the assignee or transferee that, after withholding or deducting on account of any Tax, is less than the amount that it would have received from Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of in the Agreement in respect of such Tax; and (c) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result absence of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

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