Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver to the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount or number of Shares greater than the amount Counterparty would have been required to pay or deliver to Dealer in the absence of such transfer or assignment and (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Agreement. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance.

Transfer and Assignment. Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver Notwithstanding anything to the transferee or assignee under contrary in Section 2(d)(i)(47 and Section 6(b)(ii) of the Agreement Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any amount or number Affiliate of Shares greater than Holdings effective upon delivery to Party B of the amount Counterparty would have been required to pay or deliver to Dealer guarantee by Holdings, in favor of Party B, of the absence obligations of such Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or assignment Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (iib) Counterparty shall not receive an executed guarantee from Party A's Credit Support Provider on behalf of the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form theretoAssignee, with respect to any the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or deliveries otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the AgreementTransactions or the Agreement had the transfer not occurred. Notwithstanding any other provision in this Confirmation to On the contrary requiring or allowing Dealer to purchaseEffective Date, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer (1) Party A shall be discharged released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of its obligations this Agreement other than the foregoing shall be subject to Counterparty Rating Agency Condition and Party A and Party B will provide prior written notice to the extent each Swap Rating Agency of any such performancetransfer under Section 6(b)(ii).

Transfer and Assignment. Dealer 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 to any affiliate of Party A; provided that, under the applicable law effective on the date of such transfer or assignment, Party B will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment; and Party B will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Party B would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) an affiliate of Dealer, whose the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer, Party A or its parent or (B) any other affiliate of Dealer with a the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer Party A at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law such assignment or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver to the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount or number of Shares greater than the amount Counterparty would have been required to pay or deliver to Dealer in the absence of such transfer or assignment and (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Agreementtransfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Dealer Party A to purchase, sell, receive or deliver any Shares or other securities to or from CounterpartyParty B, Dealer Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerParty A’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Party A shall be discharged of its obligations to Counterparty Party B to the extent of any such performance.

Transfer and Assignment. Dealer 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 to any affiliate of Party A; provided that, under the applicable law effective on the date of such transfer or assignment, Party B will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment; and Party B will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Party B would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) an affiliate of Dealer, whose the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer, Party A or its parent or (B) any other affiliate of Dealer with a the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer Party A at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law such assignment or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver to the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount or number of Shares greater than the amount Counterparty would have been required to pay or deliver to Dealer in the absence of such transfer or assignment and (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Agreementtransfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Dealer Party A to purchase, sell, receive or deliver any Shares or other securities to or from CounterpartyParty B, Dealer Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerParty A’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Party A shall be discharged of its obligations to Counterparty Party B to the extent of any such performance.

Transfer and Assignment. Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver Notwithstanding anything to the transferee or assignee under contrary in Section 2(d)(i)(47 and Section 6(b)(ii) of the Agreement Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any amount or number Affiliate of Shares greater than Holdings effective upon delivery to Party B of the amount Counterparty would have been required to pay or deliver to Dealer guarantee by Holdings, in favor of Party B, of the absence obligations of such Affiliate, such guarantee to be identical (except for necessary factual changes as to the identity of the new counterparty and the effective date of the assignment) as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or assignment Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (iib) Counterparty shall not receive an executed guarantee from Party A's Credit Support Provider on behalf of the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form theretoAssignee, with respect to any the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or deliveries otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred; 4. The Transferee is an Eligible Replacement; 5. Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A's rights and obligations under this Agreement. Notwithstanding any other provision in this Confirmation to On the contrary requiring or allowing Dealer to purchaseEffective Date, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer (1) Party A shall be discharged released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of its obligations this Agreement other than the foregoing shall be subject to Counterparty Rating Agency Condition and Party A and Party B will provide prior written notice to the extent each Swap Rating Agency of any such performancetransfer under Section 6(b)(ii).

Transfer and Assignment. Dealer Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an any affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed Party A or any entity organized or sponsored by Dealer, or Party A (Ba “Transferee”) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of CounterpartyParty B so long as (a)(i) the senior unsecured debt rating or long term issuer credit rating (as applicable, the “Credit Rating”) of such Transferee is equal to or greater than the Credit Rating of Party A, as specified by each of S&P Global Ratings and M▇▇▇▇’▇ Investors Service, Inc., at the time of such assignment or transfer or (ii) the obligations of such Transferee are fully, unconditionally and irrevocably guaranteed by Party A or, if Party A’s ultimate parent entity satisfies the Credit Rating requirements that would otherwise apply to a Transferee, by Party A’s ultimate parent entity; provided that(b) Party B will not (including, (x) whether as a matter for the avoidance of law or by virtue of a gross-up and/or doubt, after giving effect to any indemnity from the transferee, (itransferee or assignee to Party B provided in connection with such transfer or assignment) Counterparty shall not be required to pay (including a payment in kind) to such assignee or deliver 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 (including a payment in kind) Party A in the absence of such assignment or transfer; (c) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) receive a payment (including a payment in kind) from which an amount has been withheld or deducted on account of a Tax (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount or number Agreement) in excess of Shares greater than the amount Counterparty that which Party A would have been required to pay so withhold or deliver to Dealer deduct in the absence of such assignment or transfer; (d) no Acceleration Event or other event or circumstance giving rise to a right or responsibility to terminate or cancel the Transaction will occur as a result of such assignment or transfer; and (e) such transfer does not materially and adversely affect the availability of the relief provided in the Interpretive Letter or the application thereof to such Transaction in the manner contemplated by Party B on the Trade Date. Party A agrees to give reasonable prior notice to Party B of any transfer or assignment without Party B’s consent pursuant to this paragraph. Notwithstanding any such notice, no assignment or transfer by Party A pursuant to this subparagraph shall take effect unless and (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than it would have been entitled until all conditions to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Agreementare satisfied. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Dealer Party A to purchase, sell, receive or deliver any Shares or other securities to or from CounterpartyParty B, Dealer Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerParty A’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Party A shall be discharged of its obligations to Counterparty Party B to the extent of any such performance.

Transfer and Assignment. Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver Notwithstanding anything to the transferee or assignee under contrary in Section 2(d)(i)(47 and Section 6(b)(ii) of the Agreement Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any amount or number Affiliate of Shares greater than Holdings effective upon delivery to Party B of the amount Counterparty would have been required to pay or deliver to Dealer guarantee by Holdings, in favor of Party B, of the absence obligations of such Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or assignment Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the “Transferred Obligations”) and (iib) Counterparty shall not receive an executed guarantee from Party A’s Credit Support Provider on behalf of the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form theretoAssignee, with respect to any the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or deliveries otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the AgreementTransactions or the Agreement had the transfer not occurred. Notwithstanding any other provision in this Confirmation to On the contrary requiring or allowing Dealer to purchaseEffective Date, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer (1) Party A shall be discharged released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of its obligations this Agreement other than the foregoing shall be subject to Counterparty Rating Agency Condition and Party A and Party B will provide prior written notice to the extent each Swap Rating Agency of any such performancetransfer under Section 6(b)(ii).

Transfer and Assignment. Dealer Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an any affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed Party A or any entity organized or sponsored by Dealer, or Party A (Ba “Transferee”) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of CounterpartyParty B so long as (a)(i) the senior unsecured debt rating or long term issuer credit rating (as applicable, the “Credit Rating”) of such Transferee is equal to or greater than the Credit Rating of Party A, as specified by each of S&P Global Ratings and M▇▇▇▇’▇ Investors Service, Inc., at the time of such assignment or transfer or (ii) the obligations of such Transferee are fully, unconditionally and irrevocably guaranteed by Party A or, if Party A’s ultimate parent entity satisfies the Credit Rating requirements that would otherwise apply to a Transferee, by Party A’s ultimate parent entity; provided that(b) Party B will not (including, (x) whether as a matter for the avoidance of law or by virtue of a gross-up and/or doubt, after giving effect to any indemnity from the transferee, (itransferee or assignee to Party B provided in connection with such transfer or assignment) Counterparty shall not be required to pay (including a payment in kind) to such assignee or deliver 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 (including a payment in kind) Party A in the absence of such assignment or transfer; (c) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) receive a payment (including a payment in kind) from which an amount has been withheld or deducted on account of a Tax (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount or number Agreement) in excess of Shares greater than the amount Counterparty that which Party A would have been required to pay so withhold or deliver to Dealer deduct in the absence of such assignment or transfer; (d) no Acceleration Event or other event or circumstance giving rise to a right or responsibility to terminate or cancel the Transaction will occur as a result of such assignment or transfer; and (e) such transfer does not materially and adversely affect the availability of the relief provided in the Interpretive Letter or the application thereof to such Transaction in the manner contemplated by Party B on the Trade Date. Party A agrees to give reasonable prior notice to Party B of any transfer or assignment without Party B’s consent pursuant to this paragraph. Notwithstanding any such notice, no assignment or transfer by Party A pursuant to this subparagraph shall take effect unless and (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than it would have been entitled until all conditions to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Agreementare satisfied. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Dealer Party A to purchase, sell, receive or deliver any Shares or other securities to or from CounterpartyParty B, Dealer Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerParty A’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Party A shall be discharged of its obligations to Counterparty Party B to the extent of any such performance.. Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Forward Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, willful misconduct or bad faith, or from a breach of any representation or covenant of Party A contained in this Forward Confirmation or the Agreement. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or by virtue of a gross-up and/or indemnity from the transferee, (i) Counterparty shall not be required to pay or deliver Notwithstanding anything to the transferee or assignee under contrary in Section 2(d)(i)(47 and Section 6(b)(ii) of the Agreement Agreement, Party A may assign its rights and obligations under the Agreement, in whole or in part, to any amount or number Affiliate of Shares greater than Holdings effective upon delivery to Party B of the amount Counterparty would have been required to pay or deliver to Dealer guarantee by Holdings, in favor of Party B, of the absence obligations of such Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Rating Agency of any such assignment. Any transfer pursuant to the foregoing or assignment Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default nor Termination Event would occur immediately as a result of such transfer; 2. Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Agreement and all Transactions (the "Transferred Obligations") and (iib) Counterparty shall not receive an executed guarantee from Party A's Credit Support Provider on behalf of the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (y) such transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form theretoAssignee, with respect to any the Transferred Obligations, substantially and in all material respects in the form of the guaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or deliveries otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the AgreementTransactions or the Agreement had the transfer not occurred. Notwithstanding any other provision in this Confirmation to On the contrary requiring or allowing Dealer to purchaseEffective Date, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer (1) Party A shall be discharged released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of its obligations this Agreement other than the foregoing shall be subject to Counterparty Rating Agency Condition and Party A and Party B will provide prior written notice to the extent each Rating Agency of any such performancetransfer under Section 6(b)(ii).

Transfer and Assignment. Dealer Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an any affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed Party A or any entity organized or sponsored by Dealer, or Party A (Ba “Transferee”) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer without the prior written consent of CounterpartyParty B so long as (a)(i) the senior unsecured debt rating or long term issuer credit rating (as applicable, the “Credit Rating”) of such Transferee is equal to or greater than the Credit Rating of Party A, as specified by each of S&P Global Ratings and M▇▇▇▇’▇ Investors Service, Inc., at the time of such assignment or transfer or (ii) the obligations of such Transferee are fully, unconditionally and irrevocably guaranteed by Party A or, if Party A’s ultimate parent entity satisfies the Credit Rating requirements that would otherwise apply to a Transferee, by Party A’s ultimate parent entity; provided that(b) Party B will not (including, (x) whether as a matter for the avoidance of law or by virtue of a gross-up and/or doubt, after giving effect to any indemnity from the transferee, (itransferee or assignee to Party B provided in connection with such transfer or assignment) Counterparty shall not be required to pay (including a payment in kind) to such assignee or deliver 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 (including a payment in kind) Party A in the absence of such assignment or transfer; (c) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) receive a payment (including a payment in kind) from which an amount has been withheld or deducted on account of a Tax (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount or number Agreement) in excess of Shares greater than the amount Counterparty that which Party A would have been required to pay so withhold or deliver to Dealer deduct in the absence of such transfer assignment or assignment and transfer; (iid) Counterparty shall not receive from no Acceleration Event or other event or circumstance giving rise to a right or responsibility to terminate or cancel the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence Transaction will occur as a result of such transfer assignment or transfer; (e) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and (y) such transferee or assignee shall to provide such tax documentation as may be reasonably requested by Counterparty Party B to permit Counterparty Party B to determine that the results described in clause assignment or transfer complies with the requirements of this paragraph; (xf) such assignment or transfer will not occur upon cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below) and (g) such transfer does not materially and adversely affect the availability of the relief provided in the Interpretive Letter or after the application thereof to such assignment; provided further thatTransaction in the manner contemplated by Party B on the Trade Date. Party A agrees to give reasonable prior notice to Party B of any transfer or assignment without Party B’s consent pursuant to this paragraph. Notwithstanding any such notice, at no assignment or transfer by Party A pursuant to this subparagraph shall take effect unless and until all times, Dealer conditions to such transfer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Agreementassignment are satisfied. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Dealer Party A to purchase, sell, receive or deliver any Shares or other securities to or from CounterpartyParty B, Dealer Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerParty A’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Party A shall be discharged of its obligations to Counterparty Party B to the extent of any such performance.