Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to any of 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 at least equal to the credit rating of the ultimate parent of Party A, so long as (1) 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 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 transfer or assignment, and (3) 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 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 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 transfer or assign its rights and obligations hereunder and under the Agreement, in whole or transfer in part, to any of its rights Affiliates of equivalent credit quality (or delegate any whose obligations are guaranteed by an entity of its duties hereunder equivalent credit quality) without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, to any (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Party A’s Affiliates whose obligations hereunder Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement are guaranteed by will be treated as effectively connected with its conduct of a trade or business within the ultimate parent United States within the meaning of Party ASection 864(c) of the Code (a “Non-U.S. ECI Entity”), or to any of Party A’s Affiliates with (iii) as a credit rating at the time result of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount in respect of an Indemnifiable Tax (including, without limitation, under Section 2(d)(i)(4) of the Agreement Agreement) or a number of Shares, as applicable, greater than the amount in respect or the number of which Shares, respectively, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment, and assignment and (3y) 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 transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or assignmentprior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the any Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the Party A or its ultimate parent entity or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any all (but not less than all) of its rights or delegate any all (but not less than all) of its duties hereunder without the prior written consent to any affiliate of Party BA; provided that, to any of Party A’s Affiliates whose obligations hereunder and under the Agreement are guaranteed by applicable law effective on the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time date of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party Aassignment, so long as (1) 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 required, as a result of such transfer or assignment, to pay to 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 amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment, assignment; and (3) 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 transfer or assignmentassignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or its parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Party A at the 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 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 transfer or assign or transfer any of its rights and obligations hereunder and under the Agreement, in whole or delegate any of its duties hereunder in part, without the prior written consent of Party B, to any of Party A’s Affiliates whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of Party AJPMorgan Chase Bank, National Association, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (1) 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 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 transfer or assignment, and (3) 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 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 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 assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any affiliate of Party A’s Affiliates A 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 at least equal to the credit rating of the ultimate parent of Party A▇▇▇▇▇▇ ▇▇▇▇▇▇▇, so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the 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 transfer assignment or assignment, and transfer; (3c) 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 transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination 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 this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any affiliate of Party A’s Affiliates A 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 at least equal to the credit rating of the ultimate parent of Party A▇▇▇▇▇▇ ▇▇▇▇▇▇▇, so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the 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 transfer assignment or assignment, and transfer; (3c) 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 transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination 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 this 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 assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or its ultimate or direct parent entity or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Party A or any entity organized or sponsored by Party A without the prior written consent of Party B, to any B so long as (a) the obligations of Party A’s Affiliates whose obligations such assignee or transferee 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 at least equal to the credit rating of the ultimate parent of Party A, so long as ; (1b) such assignee or transferee or assignee is organized under the laws of the United States, States or any State thereof or the District of Columbia, thereof; (2c) Party B will not be required to pay to the 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 transfer assignment or assignment, and transfer; (3d) 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 transfer assignment or assignmenttransfer; and (e) no Event of Default, Potential Event of Default or Termination 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 (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 solely 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. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may assign or transfer any of its rights and obligations under the Agreement, in whole or delegate in part, (1) to any Affiliate of its duties hereunder without Holdings effective upon delivery to Party B of the prior written consent 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 otherwise satisfies the Rating Agency Condition, or (2) to any of Party A’s Affiliates whose obligations hereunder and under entity with the Agreement are guaranteed same or higher long term senior unsecured debt rating (as determined by the ultimate parent of Party A, S&P or to any of Party A’s Affiliates with a credit rating Moody’s) as Holdings at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party transfer, in each case provided that (A, so long as (1) 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 the transferee is an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4Eligible Replacement and (B) 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 transfer or assignment, and (3) Party B will not receive a payment from which an amount has been withheld or deducted on account case of a Tax under Section 2(d)(i) transfer in part substantially all of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of 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 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 solely 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. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any affiliate of Party A’s Affiliates A whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent Bank of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party AAmerica Corporation, so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the 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 transfer assignment or assignment, and transfer; (3c) 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 transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination 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 this 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 assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent to any affiliate of Party B, to any of Party A’s Affiliates A 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 at least equal to the credit rating of the ultimate parent of Party A, A so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the 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 transfer assignment or assignment, and transfer; (3c) 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 transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination 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 solely to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent Bank of America Corporation or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior written consent of Party B, to any affiliate of Party A’s Affiliates whose obligations hereunder and ; provided that, under the Agreement are guaranteed by applicable law effective on the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time date of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party Aassignment, so long as (1) 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 required, as a result of such transfer or assignment, to pay to 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 amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment, ; and (3) 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 transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by [Party A] or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of [Party A] at the 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 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.. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior written consent of Party B, to any affiliate of Party A’s Affiliates whose obligations hereunder and ; provided that, under the Agreement are guaranteed by applicable law effective on the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time date of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party Aassignment, so long as (1) 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 required, as a result of such transfer or assignment, to pay to 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 amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment, ; and (3) 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 transfer or assignment; provided, further, that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Party A at the 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 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 assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior written consent of Party B, to any affiliate of Party A’s Affiliates whose obligations hereunder and ; provided that, under the Agreement are guaranteed by applicable law effective on the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time date of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party Aassignment, so long as (1) 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 required, as a result of such transfer or assignment, to pay to 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 amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment, ; and (3) 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 transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Party A at the 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 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.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior written consent of Party B, to any affiliate of Party A’s Affiliates whose obligations hereunder and ; provided that, under the Agreement are guaranteed by applicable law effective on the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time date of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party Aassignment, so long as (1) 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 required, as a result of such transfer or assignment, to pay to 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 amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment, ; and (3) 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 transfer or assignment; provided, further, that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Party A at the 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 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.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent to any Affiliate of Party B, to any of Party A’s Affiliates A 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 at least equal to the credit rating of the ultimate parent of Party A, A so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, States or any State thereof or the District of Columbia, thereof; (2b) Party B will not be required to pay to the 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 transfer assignment or assignment, and transfer; (3c) 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 transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination 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 this 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 assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent to any affiliate of Party B, to any of Party A’s Affiliates A whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent Bank of Party America, N.A.; provided that (A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent Party A or (ii) any affiliate of Party AA that has a rating for its long-term, unsecured and unsubordinated indebtedness or a 1 Dealers to any of 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 Affiliates with a 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 at least equal to the credit rating of the ultimate parent of Party A, so long as as, in each case, at the time of such assignment or transfer (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2a) Party B will not not, as a result of such assignment or transfer, be required to pay to the 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 transfer assignment or assignment, and transfer; (3b) 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 transfer assignment or assignmenttransfer; and (c) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the ultimate parent credit rating of Party A, or to any of Party A’s Affiliates with a credit rating its ultimate or direct parent entity, at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of any Tax in respect of which the other party is not required to pay an additional amount, in either case, as a Tax under Section 2(d)(iresult of such transfer or assignment, (B) no Event of Default, Potential Event of Default or Termination Event shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer or assignment, 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 Agreement in excess of that which Party A Transaction would have been required to so withhold or deduct in the absence of 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 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 solely to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent Deutsche Bank AG or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the 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, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely 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. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent [•] or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance. EXHIBIT B-21 Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent Party A or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any affiliate of Party A’s Affiliates A 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 at least equal to the credit rating of the ultimate parent of Party AM▇▇▇▇▇ S▇▇▇▇▇▇, so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the 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 transfer assignment or assignment, and transfer; (3c) 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 transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination 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 this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent [•] or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely 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. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent ▇▇▇▇▇▇▇ Sachs Group, Inc. or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) 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 neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A 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 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 solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent to any Affiliate of Party B, to any of 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 A that has at the time of such assignment or transfer the same or assignment at least equal to the credit rating of the ultimate parent of better creditworthiness as Party A, A so long as (1a) 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 or assignee is organized under the laws of the United States, States or any State thereof thereof; (c) such assignee or transferee duly appoints a process agent in the District Borough of ColumbiaManhattan, New York to receive service of process in any Proceedings; and (2d) 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 the 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 in respect of which Party B it would have been required to pay Party A absent such assignment or transfer, or (y) receive a payment from the assignee or transferee that, after withholding or deducting on account of any Tax, is less than the amount that it would have received from Party A in the absence of such transfer assignment or assignment, and (3) 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 transfer or assignmenttransfer. 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 assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent Party A or (ii) any affiliate of Party AA that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to any of or better than the rating for Party A’s Affiliates with a 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 at least equal to the credit rating of the ultimate parent of Party A, so long as as, in each case, at the time of such assignment or transfer (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2a) Party B will not not, as a result of such assignment or transfer, be required to pay to the 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 transfer assignment or assignment, and transfer; (3b) 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 transfer assignment or assignmenttransfer; and (c) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to any affiliate of Party A’s Affiliates whose obligations hereunder and ; provided that, under the Agreement are guaranteed by applicable law effective on the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time date of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party Aassignment, so long as (1) 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 required, as a result of such transfer or assignment, to pay to 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 amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment, ; and (3) 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 transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Party A at the 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 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.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable