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 without the prior consent of Counterparty to any affiliate of Dealer that has at the time of such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty 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 Counterparty would have been required to pay Dealer in the absence of such assignment or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, 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 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 Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at Party A; provided that, under the time applicable law effective on the date of such assignment transfer or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesassignment, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty 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 Counterparty amount, if any, that Party B would have been required to pay Dealer Party A in the absence of such assignment transfer or transfer, (c) Counterparty assignment; and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Dealer other party is not required to pay an additional amount, unless Party B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless Dealer would be required assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by [Party A] or (B) the affiliate’s long-term issuer rating is equal to pay to Counterparty amounts under Section 2(d)(i)(4) or better than the credit rating of [Party A] at the Agreement in respect of such Tax, and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing 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 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.. Notwithstanding anything to the contrary (including anything in this Paragraph), at all times, Party A and its transferee or assignees shall be entitled to provide a US Tax Form W-9, W-8ECI or W-8IMY (certifying to its status as “qualified derivatives dealer” and hereby representing that it is not subject to US withholding tax with respect to adjustment or payments in respect of any dividends or distributions), with respect to any payments or deliveries under this Confirmation or the Agreement. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Dealer Forward Purchaser may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at Forward Purchaser; provided that, under the time applicable law effective on the date of such assignment transfer or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesassignment, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty Company 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 Counterparty amount, if any, that the Company would have been required to pay Dealer Forward Purchaser in the absence of such assignment transfer or transfer, (c) Counterparty assignment; and the Company 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 Dealer other party is not required to pay an additional amount, unless the Company would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Taxassignment, and Forward Purchaser shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by the Company to permit the Company to make any necessary determinations pursuant to this proviso; provided further that (dA) no Event the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Forward Purchaser or its parent or (B) 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 Forward Purchaser at the time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Dealer Forward Purchaser to purchase, sell, receive or deliver any Shares or other securities to or from Counterpartythe Company, Dealer Forward Purchaser may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerForward Purchaser’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Forward Purchaser shall be discharged of its obligations to Counterparty the Company to the extent of any such performance.

Transfer and Assignment. Dealer may assign or transfer any all (but not less than all) of its rights or delegate any all (but not less than all) of its duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at Dealer; provided that, under the time applicable law effective on the date of such assignment transfer or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesassignment, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty 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 Counterparty would have been required to pay Dealer in the absence of such assignment transfer or transfer, (c) assignment; and Counterparty 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 Dealer other party is not required to pay an additional amount, unless Counterparty would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer would be required or its parent or (B) the affiliate’s long-term issuer rating is equal to pay to Counterparty amounts under Section 2(d)(i)(4) or better than the credit rating of Dealer at the Agreement in respect of such Tax, and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Master Confirmation or any Supplemental 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 each 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. Without limiting Dealer’s ability to effect transfers pursuant to Section 7(a) and Section 7(b) of the Agreement, Dealer may transfer or assign or transfer any of its rights or delegate any of its duties hereunder without obligations under the Transaction, in whole or in part, (i) with the prior written consent of Counterparty (not to be unreasonably withheld, conditioned, or delayed), to any person or (ii) without any consent of Counterparty, to any affiliate of Dealer whose obligations are guaranteed by the Dealer; provided that has at in the time case of such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesclause (ii), Inc. or Standard & Poors Inc. (the “Credit Rating”1) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and immediately upon giving effect with respect to such assignee or transfereetransfer and assignment, (b) Counterparty 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 Counterparty would have been required to pay Dealer in the absence of such assignment or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, and (d) no Event of Default, Potential Event of Default or Termination Event will not occur as a result thereof and (2) as a result of such transfer and assignment, Counterparty will not be expected as of the date of such transfer and assignment to (x) be required to pay or deliver to the transferee on any payment date or delivery date an amount under Section 2(d)(i)(4) of the Agreement or a number of Shares, as applicable, that is, solely as a result of such transfer or assignment, greater than the amount or the number of Shares, respectively, that Counterparty would have been required to pay or deliver to Dealer in the absence of such transfer and assignment or transfer(y) receive from the transferee on any payment date or delivery date an amount under Section 2(d)(i)(4) of the Agreement or an amount of Preferred Unit Property, as applicable, that is, solely as a result of such transfer or assignment, lower than the amount of such payment or an amount of Preferred Unit Property, respectively, that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer and assignment. Notwithstanding any other provision in Counterparty may not transfer the Agreement, this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive any interest 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 obligation thereunder except as provided in respect Section 7 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 performanceAgreement.

Transfer and Assignment. Dealer may Subject to applicable securities laws, the Optionholder shall have the right to pledge, transfer or assign or transfer any of its rights and obligations hereunder, in whole or delegate any of its duties hereunder without the prior consent of Counterparty in part, to any affiliate of Dealer that has at the time of such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transfereethe Company, (b) Counterparty will not be required to pay to any wholly-owned subsidiary of the Optionholder (so long as such assignee transferee remains a wholly-owned subsidiary of the Optionholder) or transferee an amount (c) any Person that is a “qualified institutional buyer” as defined in respect of an Indemnifiable Tax Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(d)(i)(42(a)(51) of the Investment Company Act (each such Person, a “Purchaser”); provided that a Purchaser shall, as a condition for such transfer or assignment, provide to the Grantor a duly executed certificate in the form of Annex B hereto and an executed joinder to the Security Agreement greater and any intercreditor agreement entered into in connection with the Margin Loan in a form reasonably satisfactory to the Grantor. The Grantor shall not have the right to assign or transfer its rights and obligations hereunder, in whole or in part, to any person without the prior written consent of DT. Upon a transfer by the Optionholder permitted by this Section 8, this Option shall be transferrable upon surrender of this Option to the office or agency of the Grantor described in Section 3, and a new Option of the same tenor and date as this Option but registered in the name of one or more transferees shall be made and delivered by the Grantor to each Purchaser at each such address furnished to the Grantor. If the transferring holder does not transfer the entirety of its rights to purchase all Option Shares hereunder (each such transfer, a “Partial Transfer”), such holder shall be entitled to receive from the Grantor a new Option in substantially identical form for the purchase of that number of Option Shares as to which the right to purchase was not transferred and otherwise substantially on the same terms as the original Option prior to the Partial Transfer. Each Partial Transfer must transfer or assign rights to purchase a minimum of 5,000,000 Option Shares, or, if rights to purchase less than 5,000,000 Option Shares are exercisable hereunder, all rights to purchase Option Shares then exercisable hereunder. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Options pursuant to this Section 8 shall be paid by the Grantor, other than the amount in respect costs and expenses of which Counterparty would have been required to pay Dealer in the absence of such assignment counsel or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, 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 advisor 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 Optionholder and 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 performancetransferee.

Transfer and Assignment. Dealer may assign or transfer any all (but not less than all) of its rights or delegate any all (but not less than all) of its duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at Dealer; provided that, under the time applicable law effective on the date of such assignment transfer or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesassignment, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty 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 Counterparty would have been required to pay Dealer in the absence of such assignment transfer or transfer, (c) assignment; and Counterparty 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 Dealer other party is not required to pay an additional amount, unless Counterparty would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer would be required or its parent or (B) the affiliate’s long-term issuer rating is equal to pay to Counterparty amounts under Section 2(d)(i)(4) or better than the credit rating of Dealer at the Agreement in respect of such Tax, and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Master Confirmation or any Supplemental 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 any 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 Subject to applicable securities laws, the Optionholder shall have the right to pledge, transfer or assign or transfer any of its rights and obligations hereunder, in whole or delegate any of its duties hereunder without the prior consent of Counterparty in part, to any affiliate of Dealer that has at the time of such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transfereethe Company, (b) Counterparty will not be required to pay to any wholly-owned subsidiary of the Optionholder (so long as such assignee transferee remains a wholly-owned subsidiary of the Optionholder) or transferee an amount (c) any Person that is a “qualified institutional buyer” as defined in respect of an Indemnifiable Tax Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(d)(i)(42(a)(51) of the Investment Company Act (each such Person, a “Purchaser”); provided that (1) a Purchaser shall, as a condition for such transfer or assignment, provide to the Registrar a duly executed certificate in the form of Annex B hereto and an executed joinder to the Security Agreement greater (if any) and any intercreditor agreement entered into in connection with the Margin Loan in a form reasonably satisfactory to the Registrar and (2) such pledge, transfer or assignment will not result in (A) the Grantor incurring any tax cost not reimbursed under this Option or the Matching Option Instrument or (B) a deemed exchange with respect to the Grantor within the meaning of Section 1001 of the Code. Upon a transfer permitted by this Section 8, this Option shall be transferrable upon surrender of this Option to the office or agency of the Registrar described in Section 3, and a new Option of the same tenor and date as this Option but registered in the name of one or more transferees shall be made and delivered by the Registrar to each Purchaser at each such address furnished to the Registrar. If the transferring holder does not transfer the entirety of its rights to purchase all Option Shares hereunder (each such transfer, a “Partial Transfer”), such holder shall be entitled to receive from the Registrar a new Option in substantially identical form for the purchase of that number of Option Shares as to which the right to purchase was not transferred and otherwise substantially on the same terms as the original Option prior to the Partial Transfer. Each Partial Transfer must transfer or assign rights to purchase a minimum of 5,000,000 Option Shares, or, if rights to purchase less than 5,000,000 Option Shares are exercisable hereunder, all rights to purchase Option Shares then exercisable hereunder. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Options pursuant to this Section 8 shall be paid by the Registrar, other than the amount in respect costs and expenses of which Counterparty would have been required to pay Dealer in the absence of such assignment counsel or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, 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 advisor 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 Optionholder and 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 performancetransferee.

Transfer and Assignment. The Buyer may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, at any time to any Non-Competitor, without the consent of the Issuer, provided the Dealer may assign shall use its reasonable efforts not to effect such a transfer or assignment to a Competitor. In connection with any transfer any or assignment by the Buyer of its rights or delegate any of its duties and obligations hereunder without and under the prior consent of Counterparty Agreement, (i) the Buyer shall promptly provide written notice to any affiliate of Dealer that has at the time Issuer of such transfer or assignment, as the case may be, and the identity of the relevant transferee or assignee; and (ii) the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to effect and carry out such transfer or assignment. If after the Buyer’s commercially reasonable efforts, the Buyer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to the Buyer and within a time period reasonably acceptable to the Buyer of a sufficient number of Warrants to reduce the Buyer’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to seven and one half percent (7.5%) of the Issuer’s outstanding Shares or transfer less or to reduce the Warrant Equity Percentage (as defined below) to fourteen and one half percent (14.5%) or less, then the Buyer may designate any Exchange Business Day as an Early Termination Date with respect to a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. portion (the “Credit RatingTerminated Portion”) of this Transaction, such that its “beneficial ownership” following such partial termination will be equal to or higher less than seven and one half percent (7.5%) or the Credit Rating Warrant Equity Percentage following such partial termination will be equal to or less than fourteen and one half percent (14.5%), as applicable. “Warrant Equity Percentage” means a fraction, expressed as a percentage, (x) whose numerator is the product of Dealer so long as (a) any guarantee the Number of DealerWarrants and (b) the Warrant Entitlement; and (y) whose denominator is the number of the Issuer’s obligations hereunder continues outstanding Shares. In the event that the Buyer so designates an Early Termination Date with respect to remain a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (I) an Early Termination Date had been designated in full force respect of a Transaction having terms identical to this Transaction and effect a Number of Warrants equal to the Terminated Portion, (II) the Issuer shall be the sole Affected Party with respect to such assignee or transferee, (b) Counterparty 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 Counterparty would have been required to pay Dealer in the absence of such assignment or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, partial termination and (dIII) no Event such Transaction shall be the only Terminated Transaction (and, for the avoidance of Defaultdoubt, Potential Event the provisions of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding Section 8(a) shall apply to any other provision in this Confirmation amount that is payable by the Buyer to the contrary requiring or allowing Dealer Issuer pursuant 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 performancethis sentence).

Transfer and Assignment. Dealer Either party may assign or transfer any of its rights or delegate obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, Dealer may condition its consent on any of the following, without limitation: (i) the receipt by Dealer of opinions and documents reasonably satisfactory to Dealer in connection with such assignment, (ii) such assignment being effected on terms reasonably satisfactory to Dealer with respect to any legal and regulatory requirements relevant to Dealer, and (iii) Counterparty continuing to be obligated to provide notices hereunder relating to the Convertible Securities and continuing to be obligated with respect to “Disposition of Hedge Shares” and “Repurchase Notices” above. In addition, Dealer may transfer or assign without any consent of the Counterparty its rights and obligations hereunder and under the Agreement, in whole or in part, to (i) any of its duties hereunder without affiliates, (ii) any entities sponsored or organized by, or on behalf of or for the prior consent of Counterparty to any affiliate benefit of Dealer that has at the time of such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (aiii) any guarantee person of credit quality equivalent to Dealer’s obligations hereunder continues . At any time at which any Excess Ownership Position or a Hedging Disruption exists, if Dealer, in its discretion, is unable to remain effect a transfer or assignment to a third party in full force accordance with the requirements set forth above after using its commercially reasonable efforts on pricing terms and effect with respect within a time period reasonably acceptable to Dealer such assignee that an Excess Ownership Position or transfereea Hedging Disruption, (b) Counterparty 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 as the Agreement greater than the amount in respect of which Counterparty would have been required to pay Dealer in the absence of such assignment or transfercase may be, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, 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 Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterpartylonger exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that such Excess Ownership Position or Hedging Disruption, as the case may be, no longer exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section 8(b) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction. “Excess Ownership Position” means any of the following: (i) the Equity Percentage exceeds 9.0% or (ii) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to purchaseaggregation with Dealer, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect for purposes 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.“beneficial ownership” test under

Transfer and Assignment. Dealer may assign or transfer any of its rights or delegate any of its duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at the time of such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. the same or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of better creditworthiness as Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty 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 Counterparty would have been required to pay Dealer in the absence of such assignment or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, 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 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 transfer or assign its rights and obligations hereunder and under this Confirmation, in whole or transfer in part, to any of its rights Affiliates of equivalent credit quality (or delegate any whose obligations are guaranteed by an entity of its duties hereunder equivalent credit quality) without the prior consent of Counterparty to any affiliate of Dealer Issuer; provided that has at the time of such transfer and/or assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer shall be permitted only so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty 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 Counterparty would have been required to pay Dealer in the absence of such assignment or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, and (di) no Event of Default, Potential Event of Default or Termination Event exists or will occur as a result of such assignment transfer and assignment, (ii) no Additional Disruption Event or transfer. Notwithstanding any other provision in this Confirmation event giving rise to a right or responsibility to terminate or cancel the Transaction or to make an adjustment 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 terms of the Transaction would result therefrom, (iii) Issuer would not, at the time and as a result of such transfer or assignment, reasonably be expected to become subject to any law, regulation or similar requirement to which it would not otherwise have been subject absent such designee may assume transfer or assignment and (iv) (A) as a result of such obligations. Dealer shall transfer and assignment, Issuer will not (x) be discharged of its obligations required to Counterparty pay or deliver to the extent transferee on any payment date or delivery date an amount under Section 2(d)(i)(4) of the Agreement or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Issuer would have been required to pay or deliver to Dealer in the absence of such transfer and assignment or (y) receive from the transferee on any payment date or delivery date an amount under Section 2(d)(i)(4) of the Agreement or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Dealer would have been required to pay or deliver, as the case may be, to Issuer in the absence of such performancetransfer and assignment and (B) the transferee or assignee shall make such tax representations and shall provide such tax documentation as may be reasonably requested by Issuer to permit Issuer to make any necessary determinations pursuant to clause (A) above.

Transfer and Assignment. Dealer (i) Either party may transfer or assign or transfer any of its rights or delegate any of its duties hereunder without obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any affiliate or branch of Dealer that has at the time of such assignment or transfer with a senior rating (i) for its long-term, unsecured debt rating by and unsubordinated indebtedness at least one equivalent to or better than Dealer’s, or whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent or (ii) that is no lower than A3 from ▇▇▇▇▇’▇ Investors ServicesInvestor Service, Inc. (or its successor) or A- from Standard & Poors and Poor’s Rating Group, Inc. (or its successor); provided further that, at the time of such transfer or assignment either (x) both the Dealer and transferee or assignee in any such transfer or assignment are a “dealer in securities” within the meaning of Section 475(c)(1) of the Internal Revenue Code of 1986, as amended (the “Credit RatingCode”) equal to or higher than (y) the Credit Rating transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Dealer so long as Section 1001 of the Code. In the event of any such transfer or assignment, the transferee or assignee shall agree that (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (bi) Counterparty will shall not be required to pay the transferee or assignee on any payment date under Section 2(d)(i)(4) of the Agreement any amount greater than the amount Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, (ii) Counterparty shall not receive from the transferee or assignee on any payment date or delivery date (including amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement) any amount of cash or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (iii) the transferee or assignee shall make such Payee Tax Representations and provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that results described in clauses (i) and (ii) will not occur upon or after such transfer or assignment. If at any time at which (1) the Equity Percentage exceeds 8.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational documents or contracts of Counterparty applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator, but excluding reporting obligations arising under Section 13 of the Exchange Act as in effect on the Trade Date) of a Dealer Person under Applicable Restrictions and with respect to which such requirements have not been met or the relevant approval has not been received, or that would have any other adverse effect on a Dealer Person, under Applicable Restrictions minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an amount “Excess Ownership Position”), Dealer, in its discretion, is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that an Excess Ownership Position would no longer exist following the resulting partial termination of the Transaction (after taking into account commercially reasonable adjustments to Dealer’s commercially reasonable Hedge Positions from such partial termination). In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement or Section 8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial termination, (iii) such portion of the Transaction were the only Terminated Transaction and (iv) Dealer were the party entitled to designate an Indemnifiable Tax Early Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement. Dealer shall notify Counterparty of an Excess Ownership Position with respect to which it intends to seek a transfer or assignment as soon as reasonably practicable after becoming aware of such an Excess Ownership Position. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part (collectively, “Dealer Group”) beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. In the case of a transfer or assignment by Counterparty of its rights and obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred or assigned, the “Transfer Options”), to any party, withholding of such consent by Dealer shall not be considered unreasonable if such transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 8(e) or any obligations under Section 2 (regarding Extraordinary Events) or 8(d) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a U.S. person (as defined in the Code); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty as are requested by and reasonably satisfactory to, Dealer; (D) Dealer shall not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the an amount in respect of which Counterparty that Dealer would have been required to pay Dealer to Counterparty in the absence of such assignment transfer and assignment; (E) Dealer shall not, as a result of such transfer or transferassignment, (c) Counterparty will not receive a payment from which an the transferee or assignee any amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Dealer less than it would have been required entitled to so withhold or deduct receive in the absence of such assignment transfer or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4assignment; (F) of the Agreement in respect of such Tax, and (d) no An Event of Default, Potential Event of Default or Termination Event will shall not occur as a result of such assignment transfer and assignment; (G) Counterparty shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or transfer. after such transfer and assignment; and (H) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) 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 securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities securities, or to make or receive such payment in cash, 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 solely 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 without the prior consent and under each Supplemental Confirmation to (A) an affiliate of Counterparty to Dealer, whose obligations hereunder and under each Supplemental Confirmation are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer that has with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of such assignment transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or transfer by virtue of a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (gross-up and/or indemnity from the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (bi) Counterparty will shall not be required to pay or deliver to such the transferee or assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement any amount or number of Shares greater than the amount in respect of which Counterparty would have been required to pay or deliver to Dealer in the absence of such transfer or assignment or transfer, and (cii) Counterparty will shall not receive a payment from which an the transferee or assignee any amount has been withheld or deducted on account number of a Tax under Section 2(d)(i) of the Agreement in excess of that which Dealer Shares less than it would have been required entitled to so withhold or deduct receive in the absence of such transfer or assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, and (dy) no Event of Defaultsuch 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, Potential Event of Default at all times, Dealer or Termination Event will occur as any transferee or assignee shall be eligible to provide a result of such assignment U.S. Internal Revenue Service Form W-9 or transferW-8ECI, or any successor form thereto, with respect to any payments or deliveries under the Agreement. Notwithstanding any other provision in this Master Confirmation or any Supplemental 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 any 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 Subject to applicable securities laws, the Optionholder shall have the right to pledge, transfer or assign or transfer any of its rights and obligations hereunder, in whole or delegate any of its duties hereunder without the prior consent of Counterparty in part, to any affiliate of Dealer that has at the time of such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transfereethe Company, (b) Counterparty will not be required to pay to any wholly-owned subsidiary of the Optionholder (so long as such assignee transferee remains a wholly-owned subsidiary of the Optionholder) or transferee an amount (c) any Person that is a “qualified institutional buyer” as defined in respect of an Indemnifiable Tax Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(d)(i)(42(a)(51) of the Investment Company Act (each such Person, a “Purchaser”); provided that a Purchaser shall, as a condition for such transfer or assignment, provide to the Grantor a duly executed certificate in the form of Annex B hereto and an executed joinder to the Security Agreement greater and any intercreditor agreement entered into in connection with the Margin Loan in a form reasonably satisfactory to the Grantor. The Grantor shall not have the right to assign or transfer its rights and obligations hereunder, in whole or in part, to any person without the prior written consent of the Optionholder. Upon a transfer by the Optionholder permitted by this Section 8, this Option shall be transferrable upon surrender of this Option to the office or agency of the Grantor described in Section 3, and a new Option of the same tenor and date as this Option but registered in the name of one or more transferees shall be made and delivered by the Grantor to each Purchaser at each such address furnished to the Grantor. If the transferring holder does not transfer the entirety of its rights to purchase all Option Shares hereunder (each such transfer, a “Partial Transfer”), such holder shall be entitled to receive from the Grantor a new Option in substantially identical form for the purchase of that number of Option Shares as to which the right to purchase was not transferred and otherwise substantially on the same terms as the original Option prior to the Partial Transfer. Each Partial Transfer must transfer or assign rights to purchase a minimum of 5,000,000 Option Shares, or, if rights to purchase less than 5,000,000 Option Shares are exercisable hereunder, all rights to purchase Option Shares then exercisable hereunder. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new Options pursuant to this Section 8 shall be paid by the Grantor, other than the amount in respect costs and expenses of which Counterparty would have been required to pay Dealer in the absence of such assignment counsel or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, 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 advisor 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 Optionholder and 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 performancetransferee.

Transfer and Assignment. Dealer (i) Either party may transfer or assign or transfer any of its rights or delegate any of its duties hereunder without obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any affiliate of Dealer that has at the time of such assignment person, or transfer any person whose obligations would be guaranteed by a senior person, in either case, with a rating (i) for its long-term, unsecured debt rating by and unsubordinated indebtedness at least one of equivalent to Dealer’s (or its ultimate parent’s) or (ii) that is no lower than A3 from ▇▇▇▇▇’▇ Investors ServicesInvestor Service, Inc. (or its successor) or A- from Standard & Poors and Poor’s Rating Group, Inc. (or its successor); provided further that, at the time of such transfer or assignment either (x) both the Dealer and transferee or assignee in any such transfer or assignment are a “dealer in securities” within the meaning of Section 475(c) (1) of the Internal Revenue Code of 1986, as amended (the “Credit RatingCode”) equal to or higher than (y) the Credit Rating transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Dealer so long as Section 1001 of the Code. In the event of any such transfer or assignment, the transferee or assignee shall agree that (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (bi) Counterparty will shall not be required to pay the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount greater than the amount Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares (after taking into account any amounts payable or deliverable under Section 2(d)(i)(4) of the Agreement) less than it would have been entitled to receive in the absence of such transfer or assignment and (iii) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to make any necessary determinations pursuant to clause (i) or (ii) of this sentence. If at any time at which (1) the Equity Percentage exceeds 8.0%, (2) the Option Equity Percentage exceeds 14.5% or (3) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational documents or contracts of Counterparty applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator, but excluding reporting obligations arising under Section 13 of the Exchange Act as in effect on the Trade Date) of a Dealer Person under Applicable Restrictions and with respect to which such requirements have not been met or the relevant approval has not been received, or that would have any other adverse effect on a Dealer Person, under Applicable Restrictions minus (y) 1% of the number of Shares outstanding on the date of determination (any such condition described in clause (1), (2) or (3), an amount “Excess Ownership Position”), Dealer, in its discretion, is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that an Excess Ownership Position would no longer exist following the resulting partial termination of the Transaction (after taking into account commercially reasonable adjustments to Dealer’s commercially reasonable Hedge Positions from such partial termination). In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement or Section 8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial termination, (iii) such portion of the Transaction were the only Terminated Transaction and (iv) Dealer were the party entitled to designate an Indemnifiable Tax Early Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part (collectively, “Dealer Group”) beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. In the case of a transfer or assignment by Counterparty of its rights and obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred or assigned, the “Transfer Options”), to any party, withholding of such consent by Dealer shall not be considered unreasonable if such transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 8(e) or any obligations under Section 2 (regarding Extraordinary Events) or 8(d) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Code); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty as are requested by, and reasonably satisfactory to, Dealer; (D) Dealer shall not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the an amount in respect of which Counterparty that Dealer would have been required to pay Dealer to Counterparty in the absence of such assignment or transfertransfer and assignment; (E) Dealer shall not, (c) Counterparty will not receive as 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 Dealer would have been required to so withhold or deduct in the absence result of such assignment transfer or transferassignment, unless Dealer would be required to pay to Counterparty receive from the transferee or assignee any amount or number of Shares (after taking into account any amounts payable or deliverable under Section 2(d)(i)(4) of the Agreement Agreement) less than it would have been entitled to receive in respect the absence of such Tax, and transfer or assignment; (dF) no An Event of Default, Potential Event of Default or Termination Event will shall not occur as a result of such assignment transfer and assignment; (G) Without limiting the generality of clause (B), Counterparty shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or transfer. after such transfer and assignment; and (H) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) 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 securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities securities, or to make or receive such payment in cash, 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 solely to the extent of any such performance.

Transfer and Assignment. Dealer (a) Except as set forth in this Paragraph 14, neither this Warrant nor any rights hereunder may assign be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise); except that COMSAT may transfer this Warrant, or any portion of this Warrant, to an Affiliate or in connection with the sale of all or substantially all of its rights assets to a third party. This Warrant shall not be subject to execution, attachment or delegate any similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of its duties hereunder this Warrant contrary to the provisions of this Warrant shall be null and void and without the prior consent of Counterparty legal effect. (b) Prior to any affiliate transfer of Dealer this Warrant or any rights hereunder (other than any transfer to an Affiliate that has at is directly or indirectly wholly owned by Lockheed Martin Corporation), the time of such assignment or transfer a senior unsecured debt rating by at least one of Holder shall give five (5) days prior writte▇ ▇▇▇▇▇’▇ Investors Servicesce to ViaSat of such Holder's intention to effect such transfer (a "Transfer Notice"). The Holder agrees that the Holder will not sell, Inc. transfer or Standard & Poors Inc. otherwise dispose of this Warrant or any rights hereunder, in whole or in part, except pursuant to an effective registration statement under the Securities Act or an exemption from registration hereunder. Each Warrant issued upon such transfer shall bear the restrictive legend set forth on this Warrant, unless in the opinion of the transferee's or the Holder's counsel delivered to ViaSat that is reasonably satisfactory to ViaSat in connection with such transfer such legend is not required in order to ensure compliance with the Securities Act. (c) Notwithstanding the “Credit Rating”foregoing provisions of this Paragraph 14, the restrictions imposed by Paragraph 11 upon the transferability of this Warrant and the legend requirement of Paragraph 12 hereof shall terminate as to this Warrant or the Shares (i) equal to or higher than the Credit Rating of Dealer when and so long as such security shall have been registered under the Securities Act and disposed of pursuant thereto or (aii) any guarantee when the Holder or holder of Dealer’s obligations hereunder continues Shares shall have delivered to remain in full force and effect with respect ViaSat the written opinion of counsel to such assignee or transfereeholder reasonably satisfactory to ViaSat, (b) Counterparty will stating that such legend is not be required in order to pay ensure compliance with the Securities Act. Whenever the restrictions imposed by this Paragraph 14 shall terminate as to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) this Warrant and the Shares, as hereinabove provided, the holder of the Agreement greater than certificate evidencing such security shall be entitled to receive from ViaSat, at the amount in respect expense of which Counterparty would have been required to pay Dealer in ViaSat, a new Warrant or a new certificate representing such Shares, as the absence of such assignment or transfercase may be, (c) Counterparty 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 bearing the Agreement in excess of that which Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, and applicable restrictive legend. (d) no Event The terms and provisions 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 Warrant shall inure to the contrary requiring or allowing Dealer to purchasebenefit of, selland be binding upon, receive or deliver any Shares or other securities to or from CounterpartyViaSat, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities the Holder and otherwise to perform Dealer’s obligations their respective successors and assigns 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 performanceaccordance with this Paragraph 14.

Transfer and Assignment. Dealer Either party may assign or transfer any of its rights or delegate obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, Dealer may condition its consent on any of its duties hereunder the following, without limitation: (i) the prior consent receipt by Dealer of Counterparty opinions and documents reasonably satisfactory to any affiliate of Dealer that has at the time of in connection with such assignment, (ii) such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal being effected on terms reasonably satisfactory to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transfereeany legal and regulatory requirements relevant to Dealer, (biii) Counterparty will continuing to be obligated to provide notices hereunder relating to the Convertible Securities and continuing to be obligated with respect to “Disposition of Hedge Shares” and “Repurchase and Conversion Rate Adjustment Notices” above, (iv) payment by Counterparty of all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such assignment, (v) Dealer not be required being obliged, as a result of such assignment, to pay to such the assignee or transferee on any payment date, 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 Counterparty Dealer would have been required to pay Dealer in the absence of such assignment or transferassignment, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, and (dvi) no Event of Default, Potential Event of Default or Termination Event existing or occurring as a result of such assignment, (vii) the assignee being a United States person (as defined in the Code (as defined below)) and (viii) Counterparty causing the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the results described in clauses (v) and (vi) will not occur upon or after such transfer. In addition, Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder and under the Agreement, in whole or in part, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment or (2) whose obligations hereunder will be fully and unconditionally guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Bank of America Corporation; provided that it shall be a condition to a transfer or assignment by Dealer without Counterparty’s consent that (x) as of the date of such transfer or assignment, and giving effect thereto, Counterparty will not be required (or, as determined by Dealer in good faith, reasonably expected) to pay the transferee, assignee or Dealer on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, (y) as of the date of such transfer or assignment, and giving effect thereto, the transferee or assignee will not be required to withhold or deduct on account of Tax from any payments under the Agreement or will be required to gross up for such Tax under Section 2(d)(i)(4) of the Agreement and (z) no Event of Default, Potential Event of Default or Termination Event existing or occurring as a result of such assignment or transfer. Notwithstanding At any other provision time at which any Excess Ownership Position exists, if Dealer, in this Confirmation its discretion, is unable to effect a transfer or assignment to a third party in accordance with the contrary requiring or allowing requirements set forth above after using its commercially reasonable efforts on pricing terms and within a time period reasonably acceptable to Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterpartysuch that an Excess Ownership Position no longer exists, Dealer may designate any of its affiliates Scheduled Trading Day as an Early Termination Date with respect to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect a portion (the “Terminated Portion”) of the Transaction and any Transaction, such designee may assume that such obligationsExcess Ownership Position no longer exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be discharged made pursuant to Section 6 of its obligations to Counterparty to the extent Agreement and Section 8(b) of any such performance.this Confirmation as if (i) an Early Termination Date had been designated in

Transfer and Assignment. Dealer 15.1. The Lender may assign at any time pledge, endorse, assign, or transfer all or any portion of its rights under the Loan Documents including any portion of this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act. 12 U.S.C. Section 341. No such pledge or enforcement thereof shall release the Lender from its obligations under any of the Loan Documents. 15.2. The Lender shall have the unrestricted right at any time or from time to time, and without any Borrower’s consent, to sell, assign, endorse, or transfer all or any portion of its rights and obligations hereunder to one or more lenders or other entities (each an “Assignee”), and each Borrower agrees that it shall execute, or cause to be executed such documents including without limitation, amendments to this Note and to any other documents, instruments, and agreements executed in connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender or any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Lender has retained any of its rights or delegate and obligations hereunder following such assignment, to the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the note held by the Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and the Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by the Lender in connection with such assignment, and the payment by such Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Note and shall have all of the rights and obligations of the Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Assignee, and the Lender shall be released from its duties obligation hereunder and thereunder to a corresponding extent. 15.3. The Lender shall have the unrestricted right at any time and from time to time, and without the prior consent of Counterparty or notice to any affiliate of Dealer that has at the time of such assignment Borrower to grant to one or transfer more institutions or other persons (each a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit RatingParticipant”) equal to or higher than participating interests in the Credit Rating of Dealer so long as (a) any guarantee of DealerLender’s obligations to lend hereunder continues to remain in full force and effect with respect to such assignee and/or any or transferee, (b) Counterparty 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) all of the Agreement greater than loans held by the amount in respect Lender hereunder. In the event of which Counterparty would have been required to pay Dealer in any such grant by the absence of such assignment or transfer, (c) Counterparty will not receive a payment from which an amount has been withheld or deducted on account Lender of a Tax under Section 2(d)(i) of the Agreement in excess of that which Dealer would have been required participating interest to so withhold a Participant, whether or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, 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 not upon notice to the contrary requiring or allowing Dealer to purchaseBorrower, 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 Lender shall be discharged remain responsible for the performance of its obligations hereunder and the Borrower shall continue to Counterparty deal solely and directly with the Lender in connection with Lender’s rights and obligations hereunder. The Lender shall furnish any information concerning the Borrower in its possession from time to time to any prospective assignees and Participants, provided that the extent of Lender shall require any such performance.prospective assignee or Participant to maintain the confidentiality of such information. Exhibit 10.61

Transfer and Assignment. Dealer may a. DEVELOPER shall have the full right to assign this Agreement, in connection with any sale, transfer, or transfer any conveyance of its rights the Project or delegate any of its duties hereunder without portion thereof. Upon the prior consent of Counterparty to any affiliate of Dealer that has at express written assumption by the time assignee of such assignment and the conveyances of DEVELOPER’S interest in the Project related thereto, DEVELOPER shall be released from any further liability or obligation hereunder related to the portion of the Project so conveyed. If the transferred Project consists of a less than the entire Project, or less than DEVELOPER’S entire title to or interest in the Project, DEVELOPER shall have the right to transfer, sell and/or assign to the transferee only those of DEVELOPER’S rights and obligations under this Agreement that are allocable or attributable to the transferred Project. Any transferee shall assume in writing the obligations of DEVELOPER under this Agreement arising or accruing from and after the effective date of such transfer, sale, or assignment. DEVELOPER’S rights to assign shall be subject to CITY approval pursuant to subsection (b), below. b. In connection with the transfer or assignment by DEVELOPER of all of any portion of the Project (other than a senior unsecured debt rating transfer or assignment by at least one of ▇▇▇▇▇’▇ Investors ServicesDEVELOPER to an affiliated party or a mortgagee), Inc. or Standard & Poors Inc. DEVELOPER and the transferee shall enter into a written agreement (the a “Credit RatingTransfer Agreement”) equal regarding the respective interests, rights, and obligations of DEVELOPER and the transferee in and under this Agreement. Such Transfer Agreement shall: (i) release DEVELOPER from obligations under this Agreement that pertain to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty 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) that portion of the Agreement greater than the amount in respect of which Counterparty would have been required to pay Dealer Property being transferred, as described in the absence of Transfer Agreement, provided that the transferee expressly assumes such assignment or transfer, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Taxobligations, and (dii) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding shall address any other provision matter deemed by CITY to be reasonably necessary or appropriate in connection with the transfer or assignment. DEVELOPER shall seek CITY consent to any Transfer Agreement (other than a transfer or assignment by DEVELOPER to an affiliated party or mortgagee), which consent shall not be unreasonably withheld or delayed; provided, however, that the CITY shall consent to any Transfer Agreement unless it reasonably determines, based upon substantial evidence, that the transferee is not financially capable of fulfilling the terms and conditions of this Confirmation Agreement or the transferee is unwilling or unable to work cooperatively with the contrary requiring or allowing Dealer CITY. Any Transfer Agreement shall be binding on DEVELOPER, CITY, and the transferee. Upon recordation of any Transfer Agreement in the Official Records of Napa County, DEVELOPER shall automatically be released from those obligations assumed by transferee. For the avoidance of doubt, Developer is only obligated to purchase, sell, receive or deliver any Shares or other securities obtain the City’s consent pursuant 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 this Section 4(b) until the City accepts the Improvements. After acceptance of the Transaction and Improvements by City, Developer shall have no obligation to obtain City’s consent to effectuate any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performancetransfer, sale or assignment.

Transfer and Assignment. Dealer Forward Purchaser may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at Forward Purchaser; provided that, under the time applicable law effective on the date of such assignment transfer or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesassignment, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty Company 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 Counterparty amount, if any, that the Company would have been required to pay Dealer Forward Purchaser in the absence of such assignment transfer or transfer, (c) Counterparty assignment; and the Company 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 Dealer other party is not required to pay an additional amount, unless the Company would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless Dealer would be required assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Forward Purchaser or its parent or (B) the affiliate’s long-term issuer rating is equal to pay to Counterparty amounts under Section 2(d)(i)(4) or better than the credit rating of Forward Purchaser at the Agreement in respect of such Tax, and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Dealer Forward Purchaser to purchase, sell, receive or deliver any Shares or other securities to or from Counterpartythe Company, Dealer Forward Purchaser may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerForward Purchaser’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Forward Purchaser shall be discharged of its obligations to Counterparty the Company to the extent of any such performance.

Transfer and Assignment. Dealer Forward Purchaser may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at Forward Purchaser or, with Company’s consent, any third party; provided that, in each case, under the time applicable law effective on the date of such assignment transfer or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesassignment, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty Company 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 Counterparty amount, if any, that the Company would have been required to pay Dealer Forward Purchaser in the absence of such assignment transfer or transfer, (c) Counterparty assignment; and the Company 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 Dealer other party is not required to pay an additional amount, unless the Company would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless Dealer would be required assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Forward Purchaser or its parent or (B) the affiliate’s long-term issuer rating is equal to pay to Counterparty amounts under Section 2(d)(i)(4) or better than the credit rating of Forward Purchaser at the Agreement in respect of such Tax, and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Dealer Forward Purchaser to purchase, sell, receive or deliver any Shares or other securities to or from Counterpartythe Company, Dealer Forward Purchaser may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerForward Purchaser’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Forward Purchaser shall be discharged of its obligations to Counterparty the Company to the extent of any such performance.

Transfer and Assignment. Dealer Forward Purchaser may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at Forward Purchaser; provided that, under the time applicable law effective on the date of such assignment transfer or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Servicesassignment, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty Company 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 Counterparty amount, if any, that the Company would have been required to pay Dealer Forward Purchaser in the absence of such assignment transfer or transfer, (c) Counterparty assignment; and the Company 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 Dealer other party is not required to pay an additional amount, unless the Company would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Taxassignment, and Forward Purchaser shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by the Company to permit the Company to make any necessary determinations pursuant to this proviso; provided further that (dA) no Event the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Forward Purchaser or its parent or (B) 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 Forward Purchaser at the time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Dealer Forward Purchaser to purchase, sell, receive or deliver any Shares or other securities to or from Counterpartythe Company, Dealer Forward Purchaser may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform DealerForward Purchaser’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer Forward Purchaser shall be discharged of its obligations to Counterparty the Company to the extent of any such performance.. Additional Provisions under the Definitions: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Dealer Either party may assign or transfer any of its rights or delegate obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, Dealer may condition its consent on any of its duties hereunder the following, without limitation: (i) the prior consent receipt by Dealer of Counterparty opinions and documents reasonably satisfactory to any affiliate of Dealer that has at the time of in connection with such assignment, (ii) such assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal being effected on terms reasonably satisfactory to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transfereeany legal and regulatory requirements relevant to Dealer, (biii) Counterparty will continuing to be obligated to provide notices hereunder relating to the Convertible Securities and continuing to be obligated with respect to “Disposition of Hedge Shares” and “Repurchase and Conversion Rate Adjustment Notices” above, (iv) payment by Counterparty of all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such assignment, (v) Dealer not be required being obliged, as a result of such assignment, to pay to such the assignee or transferee on any payment date, 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 Counterparty Dealer would have been required to pay Dealer in the absence of such assignment or transferassignment, (c) Counterparty 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 Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, and (dvi) no Event of Default, Potential Event of Default or Termination Event existing or occurring as a result of such assignment, (vii) the assignee being a United States person (as defined in the Code (as defined below)) and (viii) Counterparty causing the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the results described in clauses (v) and (vi) will not occur upon or after such transfer. In addition, Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder and under the Agreement, in whole or in part, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment or (2) whose obligations hereunder will be fully and unconditionally guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Bank of America Corporation; provided that it shall be a condition to a transfer or assignment by Dealer without Counterparty’s consent that (x) as of the date of such transfer or assignment, and giving effect thereto, Counterparty will not be required (or, as determined by Dealer in good faith, reasonably expected) to pay the transferee, assignee or Dealer on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, (y) as of the date of such transfer or assignment, and giving effect thereto, the transferee or assignee will not be required to withhold or deduct on account of Tax from any payments under the Agreement or will be required to gross up for such Tax under Section 2(d)(i)(4) of the Agreement and (z) no Event of Default, Potential Event of Default or Termination Event existing or occurring as a result of such assignment or transfer. Notwithstanding At any other provision time at which any Excess Ownership Position exists, if Dealer, in this Confirmation its discretion, is unable to the contrary requiring effect a transfer or allowing Dealer assignment 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 a third party 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.accordance with the