Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Party A whose obligations hereunder and under the Agreement are guaranteed by Party A so long as (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer; 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or its ultimate or direct parent entity or (ii) any affiliate of Party A so long as with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Bank of America Corporation or (ii) any affiliate of Party A so long as with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 whose obligations hereunder and under the Agreement are guaranteed by Party A Bank of America Corporation, so long as (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer; 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A so long as or its ultimate or direct parent entity or (aii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A or its ultimate or direct parent entity at the time of such assignee assignment or transferee is organized under the laws of the United States, any State thereof or the District of Columbiatransfer; provided that (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer; and (d) no Event of Default, Potential Event of Default or Termination Event will occur in either case, as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A so long as or its ultimate or direct parent entity or (aii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignee assignment or transferee is organized under the laws of the United States, any State thereof or the District of Columbiatransfer; provided that (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by ▇▇▇▇▇▇▇ Sachs Group, Inc. or (ii) any affiliate of Party A so long as with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Deutsche Bank AG or (ii) any affiliate of Party A so long as with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer; and (d) no Event of Default, Potential Event of Default or Termination Event will occur in either case, as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A so long as or its ultimate parent or parent entity pursuant to the terms of a guarantee in a form reasonably acceptable to Party B or (aii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignee assignment or transferee is organized under the laws of the United States, any State thereof or the District of Columbiatransfer; provided that (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A so long as or its ultimate or direct parent entity or (aii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A, or its ultimate or direct parent entity, at the time of such assignee assignment or transferee is organized under the laws of the United States, any State thereof or the District of Columbiatransfer; provided that (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 assignment transfer or transfer; and assignment, (dB) no Event of Default, Potential Event of Default or Termination Event will shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such assignment transfer or transferassignment, and (C) no Acceleration Event or other event giving rise to a right or responsibility to designate a Termination Settlement Date or otherwise terminate or cancel the Transaction or to make adjustment to the terms of the Transaction would result from such transfer or assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Deutsche Bank AG or (ii) any affiliate of Party A so long as with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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 A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a 1 Dealers to provide applicable phrasing on dealer-by-dealer basis. long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer; and (dc) 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 to (i) any affiliate of Party A A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by [•] or (ii) any affiliate of Party A so long as with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate Affiliate of Party A whose obligations hereunder are fully and under the Agreement are unconditionally guaranteed by Party A or to any Affiliate of Party A that has or whose obligations are fully and unconditionally guaranteed by another Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required 6 NTD: Dealer to confirm. to pay Party A in the absence of such assignment or transfer; (cb) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default Default, Termination Event, or Termination Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely only to the extent of any such performance.

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

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Party A whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A so long as Bank of America, N.A.; provided that (a) such assignee or transferee is organized under the laws of the United States, any State thereof or the District of Columbia; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) 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 of such assignment or transfer; and (d) no Event of Defaulteither case, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates 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.