Common use of Transfer Clause in Contracts

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(f)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(o) below, however, that (i) Party A may make such a (at its own cost) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided thatthat (A) Party B shall determine in its sole discretion, with respect acting in a commercially reasonable manner, whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(e)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(n) below, however, that (i) Party A may make such a (at its own cost) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided thatthat (A) Party B shall determine in its sole discretion, with respect acting in a commercially reasonable manner, whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. Section 7 is hereby amended to read (a) Except in the case of a Party transferring all of its entirety as follows: Except as stated interest under Section 6(b)(ii)this Agreement, no Transfer shall be made by any Party which results in the transferor or the transferee holding an interest under this Section 7, and Part 5(bAgreement of less than ten percent (10%) of its original interest under this Agreement. (b) Both the Scheduletransferee, neither Party A nor Party B is permitted and, notwithstanding the Transfer, the transferring Party, shall be liable to assign, novate or transfer the other Parties for the transferring Party’s share of any obligations (whether by way of security financial or otherwise) as a whole which have vested, matured or in part any of its rights, obligations or interests accrued under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer provisions of this Agreement pursuant prior to a consolidation or amalgamation withsuch Transfer, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and including any obligation to contribute Work Program Expenses. (iic) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments transferee shall have no rights under this Agreement unless and until: (i) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Party to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under this Agreement in respect of the interest being transferred; and (ii) except in the case of a Transfer to a Related Body Corporate, the other Party has consented in writing to such Tax Transfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of the other Party its financial capability to perform its obligations under this Agreement. No consent shall be required under clause 9.2(c)(ii) for a Transfer to a Related Body Corporate. (Bd) Nothing contained in this clause 9 shall prevent a Termination Event or Event of Default does not occur Party from Encumbering its interest under this Agreement as to a result third party for the purpose of security relating to finance, provided that: (i) the Party shall remain liable for all obligations relating to such transfer; interest; (Cii) such notice is accompanied by a written instrument pursuant the Encumbrance shall be expressly subordinated to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, other Party to this Agreement; and (iii) the then-current ratings Party shall ensure that any Encumbrance is expressly without prejudice to the provisions of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAgreement.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) except for the assignment by way of security in favor of the ScheduleParty B under the Pooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) with the written consent of Party B, Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee"); provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. Section 7 For each exercise of the Options: 1.5.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving the transfer of the Optioned Interests / Optioned Assets; 1.5.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; Party C shall obtain written statements from all shareholders of Party C giving consent to the transfer of the Optioned Assets to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.5.3 Party B/Party C shall execute a transfer contract with respect to each transfer with Party A and/or each Designee (whichever is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(iiapplicable), in accordance with the provisions of this Section 7Agreement and the Option Notice; 1.5.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits, and Part 5(btake all necessary actions to transfer the valid ownership of the Optioned Interests / Optioned Assets to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the ScheduleOptioned Interests / Optioned Assets. For the purpose of this Section and this Agreement, neither “security interests” shall include securities, pledges, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party A nor B’s Share Pledge Agreement, and Party B is permitted to assign, novate or transfer (whether by way B’s Power of security or otherwise) Attorney. “Party B’s Share Pledge Agreement” as a whole or used in part any of its rights, obligations or interests under this Agreement or any Transaction without shall refer to the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Share Pledge Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, executed by and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of among Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of Party C on the date hereof and any modifications, amendments, and restatements thereto (“Share Pledge Agreement”). “Party B’s Power of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under Attorney” as used in this Agreement unless shall refer to the Transferee will be required to make payments Power of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied Attorney executed by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for on the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of date hereof granting Party A with respect to such obligations (a power of attorney and any related interests so transferred)modifications, amendments, and a release and discharge by Party B restatements thereto (“Power of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAttorney”).

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b5(e) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Group 1 Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read (a) Except in the case of a Party transferring all of its entirety as follows: Except as stated interest under Section 6(b)(ii)this Agreement, no Transfer shall be made by any Party which results in the transferor or the transferee holding an interest under this Section 7, and Part 5(bAgreement of less than ten percent (10%) of its original interest under this Agreement. (b) Both the Scheduletransferee, neither Party A nor Party B is permitted and, notwithstanding the Transfer, the transferring Party, shall be liable to assign, novate or transfer the other Parties for the transferring Party’s share of any obligations (whether by way of security financial or otherwise) as a whole which have vested, matured or in part any of its rights, obligations or interests accrued under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer provisions of this Agreement pursuant prior to a consolidation or amalgamation withsuch Transfer, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and including any obligation to contribute Work Program Expenses. (iic) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments transferee shall have no rights under this Agreement unless and until: (i) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Party to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under this Agreement in respect of the interest being transferred; and (ii) except in the case of a Transfer to a Related Body Corporate, the other Party has consented in writing to such Tax Transfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of the other Party its financial capability to perform its obligations under this Agreement. No consent shall be required under clause 9.2(c)(ii) for a Transfer to a Related Body Corporate if the transferring Party agrees in an instrument reasonably satisfactory to the other to remain liable for performance by the Related Body Corporate of its obligations. (Bd) Nothing contained in this clause 9 shall prevent a Termination Event or Event of Default does not occur Party from Encumbering its interest under this Agreement as to a result third party for the purpose of security relating to finance, provided that: (i) the Party shall remain liable for all obligations relating to such transfer; interest; (Cii) such notice is accompanied by a written instrument pursuant the Encumbrance shall be expressly subordinated to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, other Party to this Agreement; and (iii) the then-current ratings Party shall ensure that any Encumbrance is expressly without prejudice to the provisions of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAgreement.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(e)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(n) below, however, that (i) Party A may make such a (at its own cost and using commercially reasonable efforts) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided thatthat (A) Party B shall determine in its sole discretion, with respect using commercially reasonable efforts, whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b5(h) of the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) with the written consent of Party B, Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee"); provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(e)(ii) of the Scheduleand Part 5(e)(v) below, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of Party B (it being understood that obtaining the other party; providedprior written consent of Party B shall not relieve Party A of its obligations under Section 6(b)(ii), howeverPart 5(e)(ii), that below, or Part 5(e)(v), below, as applicable). (iii) Subject to Part 5(z), Party A may make such a (at its own cost) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through an assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided that, with respect to clause (ii), that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) the Transferee, as of the date of such transfer the Transferee will not transfer, must not, as a result thereof, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the such Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in with respect of such Tax Tax, (BC) the transfer to the Transferee must not lead to a Termination Event or Event of Default does not occur under occurring with respect to this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; Agreement, and (D) Party A the Transferee, as of the date of the transfer, must enter into a new indemnification and disclosure agreement with substantially the same terms as the existing ▇▇▇; provided that satisfaction of the Rating Agency Condition will be responsible for any costs or expenses incurred required unless such transfer is in connection with the assignment and assumption of this Agreement without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide prior written notice to Rating Agencies with respect thereto). Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. (v) In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, ▇▇▇▇▇’▇, Fitch and the Supplemental Interest Trust Trustee, to an Affiliate of Party A if: (i) such Affiliate has the First Trigger Required Ratings or has furnished an Eligible Guarantee provided by a guarantor that satisfies the Hedge Counterparty Ratings Requirement, (ii) the transfer to such Affiliate does not lead to a Termination Event or Event of Default occurring with respect to this Agreement, (iii) as of the date of the transfer, such Affiliate assumes all continuing obligations of Party A, if any, under the ▇▇▇, and (iv) as of the date of the transfer, such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement with respect of such Tax; provided that satisfaction of the Rating Agency Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to Rating Agencies with respect thereto).

Transfer. Section 7 is hereby amended This Assignment constitutes either: (i) a valid transfer and assignment to read the Trust of all right, title and interest of Chase USA in its entirety as follows: Except as stated under Section 6(b)(ii), and to Receivables now existing and hereafter created in this Section 7the Additional Accounts designated hereby, and Part 5(ball proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the SchedulePooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwisey) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent interest of the other party; provided, however, that holder of the Transferor Certificate and (iz) Party A may make such a transfer of this Agreement pursuant Chase USA's right to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitutionreceive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) Party A may transfer this Agreement a valid and continuing security interest (as defined in the UCC) in the Receivables now existing or hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to any Personthe Trust, includingwhich security interest is prior to all other Liens, without limitationand is enforceable against creditors of and purchasers from Chase USA, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, which will be enforceable with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferredcreation; and (Diii) if this Assignment constitutes the grant of a security interest to the Secured Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for property, upon the effectuation filing of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to financing statement described in Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each 3 of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such obligations Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and any related interests so transferredInsurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property (subject to Section 9-315 the UCC as in effect in the State of Delaware), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim except for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date Liens permitted under subsection 2.5(b) of the transferPooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Secured Party hereunder. The Receivables constitute "accounts" within the meaning of the applicable UCC.

Transfer. Section 7 is hereby amended This Assignment constitutes either: (i) a valid transfer and assignment to read the Trust of all right, title and interest of Chase USA in its entirety as follows: Except as stated under Section 6(b)(ii), and to Receivables now existing and hereafter created in this Section 7the Additional Accounts designated hereby, and Part 5(ball proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the SchedulePooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwisey) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent interest of the other party; provided, however, that holder of the Transferor Certificate and (iz) Party A may make such a transfer of this Agreement pursuant Chase USA’s right to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitutionreceive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) Party A may transfer this Agreement a valid and continuing security interest (as defined in the UCC) in the Receivables now existing or hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to any Personthe Trust, includingwhich security interest is prior to all other Liens, without limitationand is enforceable against creditors of and purchasers from Chase USA, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, which will be enforceable with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferredcreation; and (Diii) if this Assignment constitutes the grant of a security interest to the Secured Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for property, upon the effectuation filing of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to financing statement described in Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each 3 of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such obligations Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and any related interests so transferredInsurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property (subject to Section 9-315 the UCC as in effect in the State of Delaware), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim except for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date Liens permitted under subsection 2.5(b) of the transferPooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Secured Party hereunder. The Receivables constitute “accounts” within the meaning of the applicable UCC.

Transfer. Section 7 3.1 The Bonds may (subject to the provision of this Condition 3) be transferred to any person. 3.2 Without prejudice to the aforesaid any assignment and/or transfer of Bonds is hereby amended subject to read (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) the approval of the shareholders of the Issuer in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7a general meeting if so required under, and Part 5(bin compliance with, the Listing Rules if such assignment and/or transfer is proposed to be made to a connected person of the Issuer. A Bondholder shall not be in breach of this Condition 3.2 if it does not know, nor does it have reasonable cause to believe after having made due enquiries, that the transferee is a connected person of the Issuer. 3.3 Any assignment or transfer of a Bond shall be of the whole or any part (being an authorised denomination) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent outstanding principal amount of the other party; provided, however, that (i) Party A may make Bond. Title to the Bonds passes only upon the entry on the Register of the relevant transfer. The Issuer shall use all reasonable endeavours to facilitate any such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, assignment or transfer of substantially all of its assets tothe Bonds, another entityincluding but not limited to making any necessary applications to the Stock Exchange for approval, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement if required under the Listing Rules. 3.4 In relation to any Person, including, without limitation, another assignment and/or transfer of Party A’s offices, branches a Bond permitted under or affiliates otherwise pursuant to this Condition 3: (a) A Bond (or any such Person, office, branch or affiliate, a “Transferee”part thereof) on at least five Business Days’ prior written notice to Party B may only be transferred by execution by the transferor and the Trustee; provided that, with respect to clause transferee (ii), (Aor their duly authorised representatives) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under form of transfer ("Transfer Form") substantially in the form annexed hereto as Annexure II (or in such other form as may be approved by the Issuer, such approval not to be unreasonably withheld or delayed, either generally or on a case-by-case basis). In this Agreement unless Condition, "Transferor" shall, where the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event context permits or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires requires, include joint transferors and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferconstrued accordingly.

Transfer. Subject to Sections 9(a)(ii) and (iii) below and Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) 2.7 of the ScheduleSecurity Agreement, neither Party A nor Party B is permitted to assignany Lender may, novate at any time, Transfer or transfer (whether by way of security grant participations in all or otherwise) as a whole or in part any portion of its rightsCommitment, obligations Loan Certificates or interests under this Agreement all or any Transaction without the prior written consent portion of the other partyits interest in or represented by its Commitment or Loan Certificates to a Transferee; provided, howeverthat any participant in any such participation shall not have any direct rights under the Operative Agreements or any Lien on all or any part of any of the Collateral except that each participant shall be entitled to the benefits of Sections 3(f), that (i9(c) Party A may make such and 15(k) to the same extent as if it were a transfer of this Agreement Lender and had acquired its interest by Transfer pursuant to a consolidation this Section 9(a)(i); further provided, no such Transfer or amalgamation with, participation shall diminish Borrower’s rights or merger with increase Borrower’s liability or into, obligations or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and the amounts thereof (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, including with respect to clause withholding Taxes) above (ii)x) in the case of a Transfer, that which would result had any such Transfer not occurred (A) as of except to the extent resulting from a change in Law after the date of such transfer Transfer) and (y) in the Transferee will not be required to withhold or deduct on account case of a Tax from any payments under this Agreement unless participation, that which would have resulted had the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement relevant Lender retained the interest in respect the Commitment or the Loan Certificates that is the subject of such Tax (B) participation. In the case of any Transfer, the Transferee, by execution and delivery of a Termination Event or Event of Default does not occur under this Transfer Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoingTransfer, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless bound, to the extent provided therein, by all of the covenants of the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise Lender in the documentation evidencing a transferOperative Agreements. In connection with any Transfer or participation, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A 15 shall continue to apply with respect to any confidential and proprietary information of Borrower and, prior to disclosing such obligations (and any related interests so transferred), and information to a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, Transferee or otherwise against Party A with respect toparticipant or potential Transferee or participant, such obligations from Lender shall obtain the agreements of Transferee(s) and after the effective date such other Persons as contemplated by clause (a) of Section 15. Notwithstanding any provisions of the transferOperative Agreements to the contrary, no Lender shall be entitled to Transfer or grant participations to any Person in all or any portion of its Commitment, Loan Certificates or all or any portion of its beneficial interest in its Commitment or Loan Certificates, unless such Transfer or participation is in respect of a Commitment amount or an unpaid principal amount that is greater than or equal to Five Million Dollars (US$5,000,000) or if less, the outstanding principal amount of such Loan Certificates or the outstanding amount of such Lender’s Commitment, as the case may be.

Transfer. Section 7 is hereby amended On a Program-by-Program basis, commencing on the Effective Date until the expiration of the Research Term (or expiration of the Option Term for such Program, if later), Prothena shall transfer to read in its entirety as follows: Except as stated under Section 6(b)(iiCelgene certain biological or chemical materials (including Patient Samples) created or utilized hereunder, including reasonably sufficient quantities of any Collaboration Candidates and Collaboration Products (the “Transferred Prothena Materials”), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, howevereach case, that are reasonably requested by Celgene to the extent necessary or reasonably useful for the following purposes (the “Permitted Celgene Purposes”): (i) Party A to determine whether a given Collaboration Candidate may make such be a transfer of this Agreement Lead Candidate pursuant to a consolidation or amalgamation withSection 2.2.2(b), or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice evaluate whether to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A exercise its Options with respect to such Program, (iii) [***] and (iv) for such other purposes as may be agreed to by the Parties in writing. Celgene shall be the “Material Receiving Party” and Prothena shall be the “Transferring Party” for the Transferred Prothena Materials. For the avoidance of doubt, this Section 2.9.1 shall not apply to any transfers of materials or data as part of Celgene’s exercise of its ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ Portion Participation Right (or otherwise under any U.S. License Agreement or Global License Agreement). All transfers of such Transferred Prothena Materials by the Transferring Party to the Material Receiving Party shall be documented in a material transfer agreement in a form to be agreed upon in good faith by the Parties, which agreement shall contain customary material transfer agreement provisions contained in agreements for the transfer of similar materials in the pharmaceutical industry or otherwise as necessary to comply with obligations to Third Parties (and any related interests so transferredif applicable), and a release shall set forth the type and discharge by Party B name of Party A fromthe Transferred Prothena Material transferred, the amount of the Transferred Prothena Material transferred and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfertransfer of such Transferred Prothena Material (each, a “Collaboration Material Transfer Agreement”). The Material Receiving Party shall only use the Transferred Prothena Materials provided pursuant to this Section 2.9.1 for the Permitted Celgene Purposes and the Material Receiving Party agrees that such Transferred Prothena Materials shall be used in compliance with Applicable Law and the terms and conditions of the material transfer agreement and this Agreement. The data that is generated by the Material Receiving Party pursuant to the Permitted Celgene Purposes under this Section 2.9.1 shall be deemed to be Program Know How; provided that Prothena shall grant, and hereby does grant, to Celgene a fully-paid up, royalty-free, worldwide, nonexclusive license (with the right to grant sublicenses through multiple tiers) to use such Program Know-How for [***].

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate Dealer may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rightsrights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the applicable law effective on the date of such transfer or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or interests under Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at 12 the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Agreement Master 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 any Transaction without and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the prior written consent extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the other party; providedcontrary in the Agreement, howeverthe Equity Definitions, that the 2006 Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party A may make such or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a transfer of this Agreement Transaction pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and the Confirmation (ii) Party A may transfer this Agreement to any Person, including, without limitation, another by making calculations, adjustments or determinations with respect to such Transaction but not, for the avoidance of doubt, with respect to any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (ii) to the extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party A’s officesor Hedging Party, branches or affiliates (any such Personincluding, office, branch or affiliatewhere applicable, a “Transferee”) on at least five Business Days’ prior written notice to Party B description of the methodology and the Trusteebasis for such judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to clause (ii)which Party A is the sole Defaulting Party, (A) as of Party B shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which occurred and ending on the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A Early Termination Date with respect to such obligations (and any related interests so transferred)Event of Default, and a release and discharge as the Calculation Agent. Counterparty Payment Instructions: To be provided by Party B Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of Party A from, and an agreement Giving Notice: Dealer’s Contact Details for Purpose of Giving Notice: To be provided by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.Dealer. 3. Effectiveness. 13

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer, and (E) satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by the Transferee without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. Section 7 is hereby amended Notwithstanding anything to read the contrary in its entirety as follows: Except as stated under Section 6(b)(ii), in the Agreement (but it being understood that this Section 7, and Part 5(b10 will not limit Section 7(a) of the ScheduleAgreement), neither Party A nor Party B is permitted to Dealer may, without the consent of CONE, assign, novate or transfer (whether by way and set over all rights, title and interest, powers, privileges and remedies of security or otherwise) as a Dealer under any Transaction, in whole or in part part, to an affiliate of Dealer that is wholly-owned, directly or indirectly, by [Dealer Parent] / [Dealer] and the obligations of which under the Transaction are guaranteed by [Dealer] / [Dealer Parent], provided that (i) no Event of Default, Potential Event of Default or Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, (ii) no Extraordinary Event, Acceleration Event, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position, Excess Charter Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel the Transaction or to make an adjustment to the terms of the Transaction would result therefrom, (iii) at the time of such assignment or transfer, CONE would not, as a result of such assignment or transfer, reasonably be expected at any time either (A) to be required to pay (including a payment in kind) to Dealer or such transferee an amount in respect of an Indemnifiable Tax greater than the amount CONE would have been required to pay to Dealer in the absence of such transfer or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount CONE would have received if the payment were made immediately prior to such assignment or transfer, (iv) prior to any such assignment or transfer, Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by CONE to permit CONE to determine that the transfer complies with the requirements of this clause (iv), (v) CONE would not, at the time and as a result of such transfer or assignment, reasonably be expected to become subject to any registration, qualification, reporting or other requirement under applicable law or regulation to which it would not otherwise have been subject absent such transfer or assignment, (vi) Dealer shall be responsible for and shall promptly reimburse on demand of CONE reasonable fees and actual, documented out-of-pocket expenses incurred by CONE in connection with any proposed assignment or transfer of the Transaction at the request of Dealer, including reasonable fees and actual, documented out-of-pocket expenses of outside counsel to CONE in connection with any proposed assignment or transfer, and such transferee or assignee shall be responsible for and shall promptly reimburse on demand of CONE fees and actual, documented out-of-pocket expenses incurred by CONE arising after such transfer or assignment solely as a result thereof, (vii) such transfer would not at the time as a result of such transfer or assignment, reasonably be expected to (A) result in breach of any representation, warranty or undertaking of CONE in the Agreement or this Confirmation (unless such transferee or assignee waives the relevant representation, warranty or undertaking, as applicable), or (B) require CONE to take any additional action or incur any additional obligation, cost or expense to ensure the continued fulfillment of CONE’s representations, warranties and covenants, in each case as to such assignee or transferee (other than any such obligation, cost or expense that is reimbursed by Dealer or such transferee or assignee, whether pursuant to clause (vi) above or otherwise), and (viii) any assignee or transferee would be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI with respect to any payments or deliveries under the Agreement. Dealer agrees to give reasonable prior notice to CONE of any transfer or assignment without CONE’s consent pursuant to this Section 10; notwithstanding any such notice, no assignment or transfer by Dealer pursuant to this Section 10 shall take effect unless and until all conditions to such transfer or assignment are satisfied. Except to the extent permitted under Section 7 of the Agreement, CONE may not transfer or assign any of its rightsrights or obligations under any Transaction, obligations the related Confirmation or interests under this the Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferDealer.

Transfer. Section 7 is hereby amended of this Agreement shall apply to read Party B (save in its entirety as followsrespect of any security granted by Party B under the Transaction Documents and subject to this Part 5(u) to the extent it applies to transfers by Party B in respect of transfers effected by or pursuant to the Transaction Documents) but shall not apply to Party A, who shall be required to comply with, and shall be bound by, the following: Except as stated under Without prejudice to Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer its interest and obligations in and under this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least upon providing five Local Business Days’ ' prior written notice to the Security Trustee and Party B and the Trustee; to any other entity (a Transferee) provided that: (a) (i) the Transferee has the Subsequent S&P Required Rating (provided that if the Transferee does not have the Initial S&P Required Rating at the time such transfer occurs, such Transferee will provide collateral under the provisions of the Credit Support Annex or obtain a guarantee of its rights and obligations with respect to clause this Agreement from an Eligible Guarantor that has the Initial S&P Required Rating) and the Transferee’s short-term IDR is rated at least as high as “F1” by Fitch (or its equivalent by any substitute rating agency) and its long-term IDR is then rated not less than "A" by Fitch (or its equivalent by any substitute rating agency) or (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments Transferee’s obligations under this Agreement unless are guaranteed by an Eligible Guarantor which has the Subsequent S&P Required Rating (provided that if such Eligible Guarantor does not have the Initial S&P Required Rating at the time such transfer occurs, such Transferee will provide collateral under the provisions of the Credit Support Annex) and whose short-term IDR is then rated at least as high as “F1” by Fitch (or its equivalent by any substitute rating agency) and whose long-term IDR is then rated not less than “A” by Fitch (or its equivalent by any substitute rating agency); (b) the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax is an Eligible Replacement; (Bc) a Termination Event or an Event of Default does will not occur under this Agreement as a result of such transfer; ; (Cd) such notice is accompanied by a written instrument pursuant to which if the Transferee acquires and assumes the rights and obligations of is domiciled in a different jurisdiction from both Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation B, notice of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant has been given to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance Fitch and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.S&P;

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: "Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies other than Moody's that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P and the Supplemental Interest Trust Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to Rating Agency Condition in relation to S&P, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the Rating Agency Condition in relation to S&P will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Section 7 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any transfer under this Section 7." (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a transfer under Part 5(b), Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(f)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(o) below, however, that (i) Party A may make such a (at its own cost and using commercially reasonable efforts) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided thatthat (A) Party B shall determine in its sole discretion, with respect using commercially reasonable efforts, whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b5(i) of the Schedule, and except for the assignment by way of security in favor of Party B under the Pooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Notwithstanding the provisions of Section 7, Party A may assign and Part 5(bdelegate its rights and obligations under (i) any one or more Transactions or (ii) this Agreement and all Transactions hereunder (the “Transferred Obligations”) to any subsidiary of ML & Co. (the “Assignee”) by notice specifying the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Assignee of the ScheduleTransferred Obligations; provided that with respect to (i) and (ii) above, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make B is not, as a result of such a transfer transfer, required to pay to the Assignee an amount in respect of this Agreement pursuant to a consolidation or amalgamation withan Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or merger with or into, or transfer 6(e)) greater than the amount in respect of substantially all which Party B would have been required to pay to Party A in the absence of its assets to, another entity, or an incorporation, reincorporation or reconstitution, such transfer; and (ii) Party A may transfer this Agreement to any Personthe Assignee is not, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, as a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date result of such transfer the Transferee will not be transfer, required to withhold or deduct on account of a Tax from any payments under this Agreement Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which Party A would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of corresponding to such Tax excess. On the Effective Date, (Ba) a Termination Event or Event of Default does Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) if Party A has not occur assigned and delegated its rights and obligations under this Agreement as a result of and all Transactions hereunder, the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement, if any, between Assignee and Party B, provided that, if at such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires time Assignee and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by have not entered into a master agreement, Assignee and Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) B shall be made unless deemed to have entered into an ISDA form of Master Agreement (Multicurrency-Cross Border) with a Schedule substantially in the transferring party obtains a written acknowledgment from each form hereof but amended to reflect the name of the Rating Agencies that, notwithstanding such transfer or assignment, Assignee and the then-current ratings of the Offered Certificates will not address for notices and any amended representations under Part 2 hereof as may be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer notice of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate Dealer may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rightsrights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the applicable law effective on the date of such transfer or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or interests under Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and provided further that no 12 Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Agreement Master 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 any Transaction without and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the prior written consent extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the other party; providedcontrary in the Agreement, howeverthe Equity Definitions, that the 2006 Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party A may make such or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a transfer of this Agreement Transaction pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and the Confirmation (ii) Party A may transfer this Agreement to any Person, including, without limitation, another by making calculations, adjustments or determinations with respect to such Transaction but not, for the avoidance of doubt, with respect to any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (ii) to the extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party A’s officesor Hedging Party, branches or affiliates (any such Personincluding, office, branch or affiliatewhere applicable, a “Transferee”) on at least five Business Days’ prior written notice to Party B description of the methodology and the Trusteebasis for such judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to clause (ii)which Party A is the sole Defaulting Party, (A) as of Party B shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which occurred and ending on the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A Early Termination Date with respect to such obligations (and any related interests so transferred)Event of Default, and a release and discharge as the Calculation Agent. Counterparty Payment Instructions: To be provided by Party B Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of Party A from, and an agreement Giving Notice: Dealer’s Contact Details for Purpose of Giving Notice: To be provided by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.Dealer. 3. Effectiveness. 13

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate Dealer may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations rights or interests under this Agreement or delegate any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement duties hereunder to any Person, including, without limitation, another affiliate of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeDealer; provided that, with respect to clause (ii), (A) as of that under the applicable law effective on the date of such transfer the Transferee or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to withhold pay Dealer in the absence of such transfer or deduct assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax from any payments under this Agreement unless in respect of which the Transferee will be other party is not required to make payments of pay an additional amounts pursuant amount, unless Counterparty would not have been entitled to Section 2(d)(i)(4) of this Agreement receive any additional amount in respect of such Tax (B) a Termination Event or Event payment in the absence of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, ; provided further that (A) the thenaffiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-current ratings term issuer rating is equal to or better than the credit rating of Dealer at the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption time of such obligations (assignment or transfer; and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Master 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 any Transaction and any related interests so transferred), and a release and discharge by Party B such designee may assume such obligations. Dealer shall be discharged of Party A from, and an agreement by Party B not its obligations to make Counterparty to the extent of any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferperformance.

Transfer. Neither party may transfer its rights or obligations under this Transaction except in accordance with Section 7 is hereby amended of the Agreement; provided however that ML may assign its rights and delegate its obligations hereunder, in whole or in part, to read any affiliate (an “Assignee”) of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. (“ML&Co.”), effective (the “Transfer Effective Date”) upon delivery to Counterparty of (a) an executed acceptance and assumption by the Assignee (an “Assumption”) of the transferred obligations of ML under this Transaction (the “Transferred Obligations”); and (b) an executed guarantee (the “Guarantee”) of ML&Co. of the Transferred Obligations, substantially in its entirety as follows: Except as stated the form of Exhibit A hereto; provided that no transfer shall be made where (a) such transfer would result in a violation of applicable securities laws, or (b) Counterparty will be required to pay to the Assignee an additional amount in respect of an Indemnifiable Tax under Section 6(b)(ii2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) that it would otherwise not make in the absence of such transfer; or (c) after Counterparty complies with its obligations, if any, under Section 4(a)(iii), Counterparty will receive a payment from which an amount has been withheld or deducted, on account of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)), in this Section 7, and Part 5(b) excess of that which ML would have been required to so withhold or deduct in the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way absence of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other partysuch transfer; providedprovided further, however, that (i) Party A may make such a transfer may (notwithstanding the foregoing) be made in the event that a transfer is made where one party must withhold an amount of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitutionTax, and it is not a Tax Event specified in Section 5(b)(ii), and ML agrees to receive a payment from which an amount has been withheld or deducted in accordance with Section 5(b) or ML agrees to make any additional payment amount in accordance with Section 5(b), as the case may be. On the Transfer Effective Date, (iia) Party A may transfer this ML shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) the Transferred Obligations shall cease to be a Transaction(s) under the Agreement and shall be deemed to any Personbe a Transaction(s) under the ISDA Master Agreement between Assignee and Counterparty, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii)if at such time Assignee and Counterparty have not entered into a ISDA Master Agreement, (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires Assignee and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) Counterparty shall be made unless the transferring party obtains a written acknowledgment from each deemed to have entered into an ISDA form of the Rating Agencies that, notwithstanding such transfer or assignment, the thenMaster Agreement (Multicurrency-current ratings of the Offered Certificates will not be reduced or withdrawnCross Border) without any Schedule attached thereto. Except Regulation: ML is regulated by The Securities and Futures Authority Limited and has entered into this Transaction as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferprincipal.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment confirmation from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Class A Certificates, the Mezzanine Certificates and the Class B Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b5(g) of the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read (a) Except in the case of a Party transferring all of its entirety as follows: Except as stated interest under Section 6(b)(ii)this Agreement, no Transfer shall be made by any Party which results in the transferor or the transferee holding an interest under this Section 7, and Part 5(bAgreement of less than ten percent (10%) of its original interest under this Agreement. (b) Both the Scheduletransferee, neither Party A nor Party B is permitted and, notwithstanding the Transfer, the transferring Party, shall be liable to assign, novate or transfer the other Parties for the transferring Party’s share of any obligations (whether by way of security financial or otherwise) as a whole which have vested, matured or in part any of its rights, obligations or interests accrued under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer provisions of this Agreement pursuant prior to a consolidation or amalgamation withsuch Transfer, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and including any obligation to contribute Work Program Expenses. (iic) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments transferee shall have no rights under this Agreement unless and until: (i) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Party to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under this Agreement in respect of the interest being transferred; and (ii) except in the case of a Transfer to a Related Body Corporate, the other Party has consented in writing to such Tax Transfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of the other Party its financial capability to perform its obligations under this Agreement. No consent shall be required under Clause 9.2(c)(ii) for a Transfer to a Related Body Corporate if the transferring Party agrees in an instrument reasonably satisfactory to the other to remain liable for performance by the Related Body Corporate of its obligations. (Bd) Nothing contained in this clause 9 shall prevent a Termination Event or Event of Default does not occur Party from Encumbering its interest under this Agreement as to a result third party for the purpose of security relating to finance, provided that: (i) the Party shall remain liable for all obligations relating to such transfer; interest; (Cii) such notice is accompanied by a written instrument pursuant the Encumbrance shall be expressly subordinated to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, other Party to this Agreement; and (iii) the then-current ratings Party shall ensure that any Encumbrance is expressly without prejudice to the provisions of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAgreement.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii)The parties hereto agree that each Lender (an “Existing Lender”) may transfer all or any part (which, in this Section 7the case of a transfer of part only, shall be in an amount of its Commitments and Part 5(bContributions which is in aggregate not less than ten million Dollars ($10,000,000)) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, benefits and obligations or interests under this Agreement or any Transaction without the prior written consent of and the other party; provided, however, that Facility Documents to another person (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) provided that, in the case of (a) any transfer (other than a transfer made pursuant to or as contemplated by either of the Option Agreements, to which the consent of the Borrower is not required) made when no Event of Default has occurred and is continuing, the Borrower has given its consent thereto, such consent not to be unreasonably withheld or delayed and, in any case, shall be deemed to have been given if the Facility Agent has not received notice from the Borrower that consent will not be given on at least or prior to the date falling seven (7) Banking Days after the date the Borrower received notice of the relevant proposed transfer; and (b) any partial transfer, the same proportion of the rights, benefits and obligations in relation to each Facility shall be transferred. Any such transfer shall be effected upon not less than five Business (5) Banking Days’ prior written notice by delivery to Party B the Facility Agent of a duly completed Transfer Certificate duly executed by the Existing Lender and the Trustee; provided thatTransferee, together with respect the payment by the Existing Lender to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account Facility Agent of a Tax from any payments under this Agreement unless the Transferee will be required to make payments fee of additional amounts pursuant to Section 2(d)(i)(4two thousand Dollars ($2,000) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied the administrative costs incurred by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred Facility Agent in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including Other than a transfer or assignment made pursuant to Section 6(b)(iior as contemplated by either of the Option Agreements, any Transferee shall be a Professional Market Party. On the Effective Date (as specified and defined in a Transfer Certificate so executed and delivered), to the extent that the Commitments and Contributions of the Existing Lender are expressed in a Transfer Certificate to be the subject of the transfer in favour of the Transferee effected pursuant to this clause 15.3, by virtue of the counter-signature of the Transfer Certificate by the Facility Agent (for itself and the other parties to this Agreement): 15.3.1 the existing parties to this Agreement and the Existing Lender shall be released from their respective obligations towards one another under this Agreement (“discharged obligations”) and their respective rights against one another under this Agreement (“discharged rights”) shall be made unless cancelled; 15.3.2 the transferring Transferee party obtains a written acknowledgment to the relevant Transfer Certificate and the existing parties to this Agreement (other than such Existing Lender) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Transferee instead of to or by such Existing Lender; and 15.3.3 the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement (other than such Existing Lender) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Transferee instead of by or against such Existing Lender. The Facility Agent shall promptly notify the other Lenders and the Borrower of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings receipt by it of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing any Transfer Certificate and shall promptly deliver a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption copy of such obligations (and any related interests so transferred) (including an acceptance and assumption of Transfer Certificate to the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferBorrower.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, (a) From and Part 5(b) after the date of the ScheduleMerger Agreement until the date that is eighteen (18) months following the Closing Date, each Seller Party agrees that neither Party A it nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rightscontrolled Affiliates has, obligations and that neither it nor any of its controlled Affiliates shall, Transfer any Shares (the “Lock-Up Restriction”), except as follows: (i) any Transfer of Shares to one or interests more of its controlled Affiliates, so long as such controlled Affiliates agree in writing to be bound by and such Seller Party continues to be bound by the terms of this Stockholders’ Agreement (for the avoidance of doubt, upon such Transfer, such Seller Party and such controlled Affiliates will be treated as one “party” for all purposes under this Agreement or any Transaction without the prior written consent of the other partyStockholders’ Agreement); provided, however, that if any such transferee ceases to be a controlled Affiliate of such Seller Party, then such transferee shall transfer its Shares to such Seller Party or one of its controlled Affiliates then a Party to this Stockholders’ Agreement; (iii) any Transfer of Shares as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders, so long as (x) such Transfers do not exceed 2% of the outstanding Shares in the aggregate, (y) any such recipient who is not a controlled Affiliate of a Seller Party A may make such a transfer agrees in writing to be bound by the terms of this Section 2.1 and (z) any such recipient who is a controlled Affiliate of a Seller Party agrees in writing to be bound by and such Seller Party continues to be bound by the terms of this Stockholders’ Agreement (for the avoidance of doubt, upon such Transfer, such Seller Party and such controlled Affiliates will be treated as one “party” for all purposes under this Stockholders’ Agreement); (iii) any Transfer of Shares to Nasdaq or any of its Subsidiaries, including pursuant to a consolidation share buyback (for the avoidance of doubt, to the extent that such Seller Party’s participation in such buyback is limited to its pro rata interest, such interest shall be based on its beneficial ownership; provided, however, that in no event shall such Seller Party’s participation in any buyback for which participation is so limited exceed the pro rata interest based on such Seller Party’s beneficial ownership); (iv) any Transfer of Shares pursuant to a merger, consolidation, share exchange, tender offer or amalgamation withother similar transaction involving Nasdaq; provided, or merger with or intohowever, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliatethat notwithstanding the foregoing, a “Transferee”) Transfer pursuant to a voluntary tender of Shares in response to a tender or exchange offer may only be undertaken in reliance on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to this clause (ii)iv) if, (A) as within 10 Business Days of the date of commencement of such transfer tender or exchange offer, the Transferee will Board of Directors either recommends for such tender or exchange offer (or does not recommend rejection of such tender or exchange offer, unless the Board of Directors has indicated that it is still evaluating such tender or exchange offer); (v) any Transfer of up to a one-half of the Merger Consideration Shares on and after the date that is six (6) months following the Closing Date; or (vi) any Transfer of Shares with the prior written consent of Nasdaq. (b) The Lock-Up Restriction shall automatically terminate on the eighteen (18) month anniversary of the Closing Date. (c) From and after the date of the Merger Agreement and until the date that is twelve (12) months following the Closing Date, each Seller Party agrees that if it or any of its controlled Affiliates Transfers any Shares pursuant to a registered offering, such offering shall be a marketed underwritten offering pursuant to the terms of the Registration Rights Agreement. (d) From and after the date of the Merger Agreement and until the termination of this Agreement, each Seller Party agrees that neither it nor any of its controlled Affiliates has, and that neither it nor any of its controlled Affiliates shall, Transfer any Shares to (1) any Activist, (2) any Person to the extent that immediately after such acquisition, such Person would hold 5% or more of the outstanding Shares and would be required to withhold file a Schedule 13D after such acquisition or deduct on account of a Tax from (3) any payments under this Agreement unless the Transferee will be required to make payments of additional amounts Competitor, in each case except (A) pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq, (B) in any such Transfer pursuant to a Termination Event public offering or Event of Default a sale pursuant to Rule 144 under the Securities Act, provided that such Seller Party does not occur under this Agreement as have actual knowledge that a result of such transfer; purchaser pursuant thereto is a person described in clauses (1), (2) or (3), or (C) such notice is accompanied by to any Investment Bank or its Affiliate in the capacity of an underwriter, placement agent, broker, dealer or similar function. (e) To the extent any securities have been registered in accordance with the demand rights of any holder with respect to underwritten offerings under the Existing Registration Rights Agreement, and for so long as the Seller Parties continue to own any Registrable Securities (as defined in the Registration Rights Agreement), each Seller Party agrees that neither it nor any of its controlled Affiliates shall, effect any sale or distributions of Shares, including a written instrument sale pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and Rule 144 (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation except as is reasonably deemed necessary by Party A for the effectuation part of any such transfer. Notwithstanding registration, if permitted), during such period as the foregoinglead underwriter of such registration may reasonably request, no such transfer or assignment greater than ninety (including a transfer or assignment made pursuant to Section 6(b)(ii)90) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies thatdays, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after beginning on the effective date of any registration statement relating to an underwritten offering (other than an underwritten shelf take-down) or the transferpricing of an underwritten shelf take-down, in each case, under the Existing Registration Rights Agreement. (f) The Seller Parties shall effect all Transfers in compliance with all applicable securities laws.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii)The parties hereto agree that each Bank (an “Existing Bank”) may transfer all or any part (which, in this Section 7the case of a transfer of part only, shall be in an amount of its Commitments and Part 5(bContributions which is in aggregate not less than ten million Dollars ($10,000,000) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, benefits and obligations or interests under this Agreement or any Transaction without the prior written consent of and the other party; provided, however, that Facility Documents to another person (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) provided that, in the case of (a) any transfer made when no Event of Default has occurred and is continuing, the Borrower has given its consent thereto, such consent not to be unreasonably withheld or delayed and, in any case, shall be deemed to have been given if the Bank Agent has not received notice from the Borrower that consent will not be given on at least or prior to the date falling seven (7) Banking Days after the date the Borrower received notice of the relevant proposed transfer; and (b) any partial transfer, the same proportion of the rights, benefits and obligations in relation to each Facility shall be transferred. Any such transfer shall be effected upon not less than five Business (5) Banking Days’ prior written notice by delivery to Party B the Bank Agent of a duly completed Transfer Certificate duly executed by the Existing Bank and the Trustee; provided thatTransferee, together with respect the payment by the Existing Bank to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account Bank Agent of a Tax from any payments under this Agreement unless the Transferee will be required to make payments fee of additional amounts pursuant to Section 2(d)(i)(4two thousand Dollars ($2,000) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied the administrative costs incurred by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred Bank Agent in connection with such transfer. Party B will execute such documentation Any Transferee shall be a Professional Market Party. On the Effective Date (as is reasonably deemed necessary by Party A for specified and defined in a Transfer Certificate so executed and delivered), to the effectuation extent that the Commitments and Contributions of any such transfer. Notwithstanding the foregoing, no such Existing Bank are expressed in a Transfer Certificate to be the subject of the transfer or assignment (including a transfer or assignment made in favour of the Transferee effected pursuant to Section 6(b)(ii)this clause 15.3, by virtue of the counter-signature of the Transfer Certificate by the Bank Agent (for itself and the other parties to this Agreement): 15.3.1 the existing parties to this Agreement and the Existing Bank shall be released from their respective obligations towards one another under this Agreement (“discharged obligations”) and their respective rights against one another under this Agreement (“discharged rights”) shall be made unless cancelled; 15.3.2 the transferring Transferee party obtains a written acknowledgment to the relevant Transfer Certificate and the existing parties to this Agreement (other than such Existing Bank) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Transferee instead of to or by such Existing Bank; and 15.3.3 the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement (other than such Existing Bank) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Transferee instead of by or against such Existing Bank. The Bank Agent shall promptly notify the other Banks and the Borrower of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings receipt by it of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing any Transfer Certificate and shall promptly deliver a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption copy of such obligations (and any related interests so transferred) (including an acceptance and assumption of Transfer Certificate to the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferBorrower.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(e)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(n) below, however, that (i) Party A may make such a (at its own cost) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided thatthat (A) Party B shall determine in its sole discretion, with respect acting in a commercially reasonable manner, whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than ▇▇▇▇▇’▇) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; providedPROVIDED, howeverHOWEVER, that (i) Party A may make such a transfer or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer or assign this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the Trustee; provided PROVIDED that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party (i) obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates and the Notes (without regard to the Note Policy or the Backup Note Policy) will not be reduced or withdrawnwithdrawn and (ii) obtains the written consent of the Note Insurer and the Backup Note Insurer, such consent not to be unreasonably withheld. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended (i) Prior to read in its entirety as follows: Except as stated under Section 6(b)(ii)the Consent Date, in this Section 7, and Part 5(b) of the Scheduleother than to an Affiliate, neither Party A nor Party B is permitted to assign, novate may assign or transfer (whether by way of security its interest and obligations in or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that Party (i) with such non-transferring Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and being the “Non-Transferring Party”). (ii) Prior to or following the Consent Date, neither Party A may assign, transfer this Agreement or otherwise dispose of, all or part of its Participating Interest to any Person, including, without limitation, another of third party (the “Third Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ without the prior written notice consent of the Non-Transferring Party, provided that: (a) the Non-Transferring Party shall act reasonably at all times; (b) such consent of the Non-Transferring Party shall not be refused if the proposed Third Party Transferee satisfies all technical, operational, regulatory (including financial and security regulators) and financial requirements to Party B enable it to comply with its obligations as a Contractor under the Contract and the Trustee; provided thatJOA. Notwithstanding the above, if ERHC wishes to assign, transfer or otherwise dispose of, all or part of its Participating Interest to a Third Party Transferee that does not satisfy all technical, operational, regulatory (including financial and security regulators) and financial requirements to enable such Third Party Transferee to comply with respect its obligations as a Contractor under the Contract and the JOA, ERHC shall agree in a document reasonably satisfactory to clause (ii), (A) as CEPSA to remain liable for all of the date Third Party Transferee’s technical, operational, regulatory (including financial and security regulators) and financial obligations under the Contract and the JOA. (iii) If either Party (the “Transferring Party”) wishes to negotiate with or enter into any agreement with a Third Party Transferee for the assignment, transfer or otherwise disposal of all or part of its Participating Interest, the Non-Transferring Party shall have the right at all times to match any offer made by such Third Party Transferee for the relevant Participating Interest and to have a right of first refusal over the acquisition of such transfer Participating Interest on the same terms as those proposed by the Third Party Transferee will not be required to withhold or deduct on account the proposed Transferring Party. If a Transferring Party transfers any portion of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the its rights and obligations herein or under the Contract to a Third Party Transferee, any payment and other obligations of the Transferring Party A so transferred; and (D) in favour of the Non-Transferring Party A will be responsible for any costs or expenses incurred in connection with such transfer. shall remain the obligations of the Transferring Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment Transferring Party secures an undertaking from each Third Party Transferee in favour of the Rating Agencies that, notwithstanding Non-Transferring Party obliging the Third Party Transferee to make such transfer payments and bear such obligations (or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing case of a partial transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption pro rata share of such obligations payments and obligations) to the Non-Transferring Party in accordance with the terms of this Agreement. (and any related interests so transferrediv) (including If the Government elects to acquire an acceptance and assumption additional interest in the Contract pursuant to Clause 28(1) of the Disclosure Agreements Contract (the “Government Election”), the Parties agree that each Party will transfer a portion of their Participating Interest to the Government pro-rata to their Participating Interest as at the Consent Date to ensure that such quantum of additional interest acquired by the transferor) Government under the Government Election is satisfied. Each Party covenants and undertakes hereby that if it seeks to transfer any part of its interest in the Contract after the Consent Date, it will ensure that the transferee shall be bound by an identical provision to relinquish to the Transferee, a novation Government upon the Government Election such pro-rata portion of the transferee in place of Party A with respect transferred interest as will enable the Government to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not acquire the additional interest it elects to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferacquire.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. Section 7 (A) Except in the case of a Party transferring all of its Participating Interest, no Transfer shall be made by any Party which results in the transferor or the transferee holding a Participating Interest of less than five percent (5%) or any interest other than a Participating Interest in the Contract and this Agreement. If a Party holds a Participating Interest of five percent (5%) or less prior to any Transfer, then such Party may only Transfer to an existing Party, unless each other Party consents in advance to a Transfer to a person or entity that is hereby amended not at the time a Party, which consent may be withheld, conditioned or delayed for any or no reason. (B) Subject to read in the terms of Articles 4.9 and 4.10, the Party serving as Operator shall remain Operator following Transfer of a portion of its entirety as follows: Except as stated under Section 6(b)(ii)Participating Interest. If Operator transfers all of its Participating Interest to an Affiliate, in this Section 7that Affiliate shall automatically become the successor Operator, and Part 5(bprovided that the transferring Operator shall remain liable for its Affiliate's performance of its obligations. (C) Both the transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s Participating Interest share of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer any obligations (whether by way of security financial or otherwise) as a whole which have vested, matured or in part accrued under the provisions of the Contract or this Agreement prior to such Transfer. Such obligations, shall include any proposed expenditure approved by the Operating Committee prior to the transferring Party notifying the other Parties of its rights, obligations proposed Transfer and shall also include costs of plugging and abandoning w▇▇▇▇ or interests under this Agreement portions of w▇▇▇▇ and decommissioning facilities in which the transferring Party participated (or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as which it was required to bear a share of the date of costs pursuant to this sentence) to the extent such transfer costs are payable by the Transferee will not be required to withhold Parties under the Contract. (D) A transferee shall have no rights in the Contract or deduct on account of a Tax from any payments under this Agreement (except any notice and cure rights or similar rights that may be provided to a Lien Holder (as defined in Article 12.2(E)) by separate instrument signed by all Parties) unless and until: (1) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Parties to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under the Contract and this Agreement in respect of the Participating Interest being transferred and obtains any necessary Government approval for the Transfer and furnishes any guarantees required by the Government or the Contract on or before the applicable deadlines; and (2) except in the case of a Transfer to an Affiliate, each Party has consented in writing to such Tax Transfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of each Party its financial capability to perform its payment obligations under the Contract and this Agreement. No consent shall be required under Article 12.2(D)(2) for a Transfer to an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the other Parties to remain liable for its Affiliate’s performance of its obligations. (BE) Nothing contained in this Article 12 shall prevent a Termination Event Party from Encumbering all or Event any undivided share of Default does not occur its Participating Interest to a third party (a “Lien Holder”) for the purpose of security relating to finance, provided that: (1) such Party shall remain liable for all obligations relating to such interest; (2) the Encumbrance shall be subject to any necessary approval of the Government expressly subordinated to the rights of the other Parties under this Agreement as a result of such transfer; Agreement; (C3) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for shall ensure that any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) Encumbrance shall be made unless expressed to be without prejudice to the transferring party obtains provisions of this Agreement; and (4) the Lien Holder shall first enter into and deliver a written acknowledgment from each subordination agreement in favor of the Rating Agencies thatother Parties, notwithstanding such transfer or assignment, in substantially the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements form approved by the transferor) by the Transferee, a novation of the transferee Operating Committee in place of Party A consultation with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferlegal counsel.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Notwithstanding Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A either party may transfer its rights and obligations under this Agreement to any Person, including, without limitation, another party if: (i) in the case of Party A’s offices, branches or affiliates its Credit Support Provider, and in the case of Party B, the transferring party (any such Personin either case, office, branch or affiliate, a “TransfereeX”) on at least five Business Days’ executes and delivers prior written notice to Party B the transfer a guaranty of the obligations to be transferred in form and substance satisfactory in all respects to the other party, in which case X shall be a Credit Support Provider and the Trusteeguaranty shall be a Credit Support Document; (ii) the other party’s ability to take advantage of the settlement netting and close-out netting provisions, if any, of this Agreement under the bankruptcy or insolvency laws of all relevant jurisdictions would not be impaired as the result of the transfer; provided thatthe non-transferring party would not incur material increased costs with respect to the Transactions being transferred due to any law, rule, regulation or guideline (as modified by the practice of any regulatory authority to which it is subject); no Event of Default, Potential Event of Default or Termination Event would exist immediately before or after such transfer, with respect to clause (ii), (A) as of the date of such transfer transferring party or the Transferee will not proposed transferee; the transferor and transferee execute a novation or assignment agreement in form and substance satisfactory to the non-transferring party in which the transferee agrees to be required to withhold or deduct on account of a Tax from any payments under this Agreement unless bound by the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) provisions of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant it relates to which the Transferee acquires and assumes the rights and obligations of Party A so transferredall Transactions hereunder; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding proposed transferee and its Credit Support Provider, if any, satisfy the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless criteria that the non-transferring party obtains a written acknowledgment from each applies in deciding whether to offer or make an extension of credit or to enter into transactions similar to the Rating Agencies that, notwithstanding such transfer or assignment, Transactions subject to the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the proposed transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer or assign this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer (including, but not limited to transfers under Section 7 or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)otherwise) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read deleted in its entirety as followsand replaced by the following: “Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedulethis Agreement and as expressly provided herein, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part part, any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other partyparty (such consent not to be unreasonably withheld or delayed) and the prior issuance of a Rating Confirmation; provided, however, provided that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Personperson, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliateeach, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trusteeprior issuance of a Rating Confirmation; provided that, with respect to clause (ii), (Ai) as of the date of such transfer transfer, neither the Transferee nor Party B will not be required to withhold or deduct any increased amount on account of a Tax from any payments Taxes under this Agreement unless as a result of such transfer, unless, as of the Transferee will be required date of such transfer, (x) Party B is entitled to make payments of additional amounts pursuant to under Section 2(d)(i)(4) on account of this Agreement in respect any such Taxes required to be deducted or withheld by the Transferee and (y) Party B is not required to pay Transferee additional amounts under Section 2(d)(i)(4) on account of any such Tax Taxes required to be deducted or withheld by Party B, and (Bii) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument . Upon any transfer pursuant to which the Transferee acquires and assumes the rights and obligations this Section 7 of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoingthis Agreement, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of agrees to provide the Rating Agencies that, notwithstanding such transfer or assignment, non-transferring party with the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance name and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation address of the transferee in place of Party A with respect so that the non-transferring party may fulfill its requirements to such obligations (record the transfer on it books and records, and, notwithstanding anything to the contrary herein, any related interests failure by the transferring party to do so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after will render the effective date of the transferpurported transfer void.”

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate Dealer may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations rights or interests under this Agreement or delegate any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement duties hereunder to any Person, including, without limitation, another affiliate of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeDealer; provided that, with respect to clause (ii), (A) as of that under the applicable law effective on the date of such transfer the Transferee or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to withhold pay Dealer in the absence of such transfer or deduct assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax from any payments under this Agreement unless in respect of which the Transferee will be other party is not required to make payments of pay an additional amounts pursuant amount, unless Counterparty would not have been entitled to Section 2(d)(i)(4) of this Agreement receive any additional amount in respect of such Tax (B) a Termination Event or Event payment in the absence of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, ; provided further that (A) the thenaffiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-current ratings term issuer rating is equal to or better than the credit rating of Dealer at the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption time of such obligations (assignment or transfer; and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Master 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 any Transaction and any related interests so transferred), and a release and discharge by Party B such designee may assume such obligations. Dealer shall be discharged of Party A from, and an agreement by Party B not its obligations to make Counterparty to the extent of any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.performance. 766089616.3

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii)Each Bank (a "Transferor Bank") may transfer all or any part (being, in this Section 7the case of part, at least Euro 5,000,000 (or Euro 2,500,000 in the case of a transfer to another Bank) and Part 5(ban integral multiple of Euro 1,000,000) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, benefits and/or obligations or interests under this Agreement or (including, for the avoidance of doubt, any Transaction without outstanding Telekabel Notes) to a Qualifying Bank (a "Transferee") with the prior written consent in writing of UPCF (acting on behalf of itself and each Obligor), such consent not to be unreasonably withheld or delayed, other than in the case of a transfer to another Bank or a Subsidiary or Holding Company of the Transferor Bank, in which event the consent of UPCF shall not be required. Any such transfer shall be effected upon not less than 5 Banking Days' prior notice by delivery to the Agent of a duly completed Transfer Certificate duly executed by the Transferor Bank and the Transferee. On the Effective Date (as specified and defined in a Transfer Certificate so executed and delivered), to the extent that the Commitment and Contribution of the Transferor Bank are expressed in a Transfer Certificate to be the subject of the transfer in favour of the Transferee effected pursuant to this clause 17.4, by virtue of the counter-signature of the Transfer Certificate by the Agent (for itself and the other party; provided, however, that (i) Party A may make such a transfer of parties to this Agreement pursuant and the Security Deed): (a) to a consolidation or amalgamation with, or merger with or into, or the extent that in such Transfer Certificate the Transferor Bank seeks to transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, such obligations and (ii) Party A may transfer rights hereunder the existing parties to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided thatSecurity Deed and the Transferor Bank shall be released from their respective obligations towards one another, with respect other than the obligations outstanding from the Obligors to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments Transferor Banks under this Agreement unless and the Transferee will be required to make payments Security Deed ("discharged obligations") and their respective rights against one another, other than the outstanding rights of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur the Transferor Bank against the Obligor, under this Agreement and the Security Deed ("discharged rights") shall be cancelled and the rights of the Transferor Bank against the Obligors shall be assigned to the Transferee party to the relevant transfer certificate (the "assigned rights"); (b) the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement and the Security Deed (other than such Transferor Bank) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Transferee instead of to or by such Transferor Bank as a result of such transfer; and (Cc) such notice is accompanied by a written instrument pursuant to which the Transferee acquires party to the relevant Transfer Certificate and assumes the existing parties to this Agreement and the Security Deed (other than such Transferor Bank) shall acquire rights against each other which differ from the discharged rights and obligations the assigned rights only insofar as they are exercisable by or against such Transferee instead of Party A so transferred; and (D) Party A will be responsible for any costs by or expenses incurred in connection with against such Transferor Bank as a result of such transfer; and, on such Effective Date, the Transferee shall pay to the Agent for its own account a fee of Euro 1,500 unless such Effective Date falls before the date falling three months after the date of closing of general syndication and both the Transferor Bank and the Transferee Bank were Banks on the close of general syndication. Party B will execute such documentation as is reasonably deemed necessary The Agent shall promptly notify the Borrowers of the receipt by Party A for the effectuation it of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including Transfer Certificate and shall promptly deliver a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption copy of such obligations (and any related interests so transferred) (including an acceptance and assumption of Transfer Certificate to the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferBorrower.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b5(i) of the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; providedPROVIDED, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”TRANSFEREE) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided PROVIDED that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, PROVIDED, HOWEVER, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. Notwithstanding the provisions of Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii)of this Agreement, Party A may assign and delegate, in whole but not in part, its rights and obligations under this Section 7Agreement without the consent of Party B to any wholly-owned corporate subsidiary of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., and Part 5(bInc. (“ML&Co.”) organized in the United States of the ScheduleAmerica, neither provided that no Event of Default or Termination Event shall be occurring with respect to such wholly-owned subsidiary as result of such transfer. Further, Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part may assign and delegate any of its rights, rights and obligations or interests under this Agreement with notice to Party B (and, in the event such assignment is prior to the True-Up Adjustment Date as defined in any applicable Guaranteed Partnership Agreement or any Transaction without made to one of Party B’s competitors (with competitors being limited to those entities which are engaged in the syndication of Tax Credits as defined in the applicable Guaranteed Partnership Agreements) as reasonably determined in good faith by Party A, with the prior written consent of the other partyParty B, which consent shall not be unreasonably withheld or delayed; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another consent of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold if the proposed transfer is based on Party A’s reasonable, good faith determination that such transfer is necessitated by legal or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice regulatory requirements and there is accompanied by a written instrument pursuant no non-competitor to which the Transferee acquires and assumes the Party A can make such an assignment on commercially reasonable terms) to any party assuming, either directly or indirectly, Party A’s rights and obligations under any applicable IRFA pursuant to the terms thereof. Any transfer permitted by the foregoing will not constitute an event described in Section 5(a)(viii) or 5(b)(iv). In the event that a court of law makes a final non-appealable determination that Party A impermissibly assigned this Agreement to a competitor of Party A so transferred; and (D) B as defined above, without Party B’s consent, Party A will shall be responsible for any costs or expenses obligated to pay the legal fees incurred by Party B in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation B’s claim of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or impermissible assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended (A) Except in the case of a Party transferring all of its Participating Interest, no Transfer shall be made by any Party which results in the transferor or the transferee holding a Participating Interest of less than five percent (5%) or any interest other than a Participating Interest in the Contract and this Agreement. (B) Subject to read in the terms of Articles 4.9 and 4.10, the Party serving as Operator shall remain Operator following Transfer of a portion of its entirety Participating Interest. In the event of a Transfer of all of its Participating Interest, except to an Affiliate, the Party serving as follows: Except Operator shall be deemed to have resigned as stated Operator, effective on the date the Transfer becomes effective under Section 6(b)(ii)this Article 12, in this Section 7which event a successor Operator shall be appointed in accordance with Article 4.11. If Operator transfers all of its Participating Interest to an Affiliate, and Part 5(bthat Affiliate shall automatically become the successor Operator, provided that the transferring Operator shall remain liable for its Affiliate's performance of its obligations. (C) Both the transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s Participating Interest share of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer any obligations (whether by way of security financial or otherwise) as a whole which have vested, matured or in part accrued under the provisions of the Contract or this Agreement prior to such Transfer. Such obligations, shall include any proposed expenditure approved by the Operating Committee prior to the transferring Party notifying the other Parties of its rights, obligations proposed Transfer and shall also include costs of plugging and abandoning ▇▇▇▇▇ or interests under this Agreement portions of ▇▇▇▇▇ and decommissioning facilities in which the transferring Party participated (or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as which it was required to bear a share of the date of costs pursuant to this sentence) to the extent such transfer costs are payable by the Transferee will not be required to withhold Parties under the Contract. (D) A transferee shall have no rights in the Contract or deduct on account of a Tax from any payments under this Agreement (except any notice and cure rights or similar rights that may be provided to a Lien Holder (as defined in Article 12.2(E)) by separate instrument signed by all Parties) unless and until: (1) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Parties to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under the Contract and this Agreement in respect of the Participating Interest being transferred and obtains any necessary Government approval for the Transfer and furnishes any guarantees required by the Government or the Contract on or before the applicable deadlines; and (2) except in the case of a Transfer to an Affiliate, each Party has consented in writing to such Tax (BTransfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of each Party its financial capability to perform its payment obligations under the Contract and this Agreement and ( in the case of the Operator’s transfer only) a Termination Event or Event its technical capability to contribute to the planning and conduct of Default does not occur Joint Operations. No consent shall be required under this Agreement as Article 12.2(D)(2) for a result Transfer to an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the other Parties to remain liable for its Affiliate’s performance of such transfer; its obligations. (CE) Nothing contained in this Article 12 shall prevent a Party from Encumbering all or any undivided share of its Participating Interest to a third party (a "Lien Holder") for the purpose of security relating to finance, provided that: (1) such Party shall remain liable for all obligations relating to such interest; (2) the Encumbrance shall be subject to any necessary approval of the Government and be expressly subordinated to the rights of the other Parties under this Agreement; (3) such Party shall ensure that any Encumbrance shall be expressed to be without prejudice to the provisions of this Agreement. (F) Any Transfer of all or a portion of a Party's Participating Interest, other than a Transfer to an Affiliate or the granting of an Encumbrance as provided in Article 12.2(E), shall be subject to the following procedure. (1) Once the final terms and conditions of a Transfer have been fully negotiated, the transferor shall disclose all such final terms and conditions as are relevant to the acquisition of the Participating Interest (and, if applicable, the determination of the Cash Value of the Participating Interest) in a notice is to the other Parties, which notice shall be accompanied by a written instrument copy of all instruments or relevant portions of instruments establishing such terms and conditions. Each other Party shall have the right to acquire the Participating Interest subject to the proposed Transfer from the transferor on the terms and conditions described in Article 12.2(F)(3) if, within thirty (30) Days of the transferor's notice, such Party delivers to all other Parties a counter-notification that it accepts such terms and conditions without reservations or conditions (subject to Articles 12.2(F)(3) and 12.2(F)(4), where applicable). If no Party delivers such counter-notification, the Transfer to the proposed transferee may be made, subject to the other provisions of this Article 12, under terms and conditions no more favorable to the transferee than those set forth in the notice to the Parties, provided that the Transfer shall be concluded within one hundred eighty (180) Days from the date of the notice plus such additional period as may be required to secure governmental approvals. No Party shall have a right under this Article 12.2(F) to acquire any asset other than a Participating Interest, nor may any Party be required to acquire any asset other than a Participating Interest, regardless of whether other properties are included in the Transfer. (2) If more than one Party counter-notifies that it intends to acquire the Participating Interest subject to the proposed Transfer, then each such Party shall acquire a proportion of the Participating Interest to be transferred equal to the ratio of its own Participating Interest to the total Participating Interests of all the counter-notifying Parties, unless the counter-notifying Parties otherwise agree. (3) In the event of a Cash Transfer that does not involve other properties as part of a wider transaction, each other Party shall have a right to acquire the Participating Interest subject to the proposed Transfer on the same final terms and conditions as were negotiated with the proposed transferee. In the event of a Transfer that is not a Cash Transfer or involves other properties included in a wider transaction (package deal), the transferor shall include in its notification to the other Parties a statement of the Cash Value of the Participating Interest subject to the proposed Transfer, and each other Party shall have a right to acquire such Participating Interest on the same final terms and conditions as were negotiated with the proposed transferee except that it shall pay the Cash Value in immediately available funds at the closing of the Transfer in lieu of the consideration payable in the third party offer, and the terms and conditions of the applicable instruments shall be modified as necessary to reflect the acquisition of a Participating Interest for cash. In the case of a package sale, no Party may acquire the Participating Interest subject to the proposed package sale unless and until the completion of the wider transaction (as modified by the exclusion of properties subject to preemptive rights or excluded for other reasons) with the package sale transferee. If for any reason the package sale terminates without completion, the other Parties' rights to acquire the Participating Interest subject to the proposed package sale shall also terminate. (4) For purposes of Article 12.2(F)(3), the Cash Value proposed by the transferor in its notice shall be conclusively deemed correct unless any Party (each a “Disagreeing Party”) gives notice to the transferor with a copy to the other Parties within ten (10) Days of receipt of the transferor's notice stating that it does not agree with the transferor's statement of the Cash Value, stating the Cash Value it believes is correct, and providing any supporting information that it believes is helpful. In such event, the transferor and the Disagreeing Parties shall have fifteen (15) Days in which to attempt to negotiate an agreement on the applicable Cash Value. If no agreement has been reached by the end of such fifteen (15) Day period, either the transferor or any Disagreeing Party shall be entitled to refer the matter to an independent expert as provided in Article 18.3 for determination of the Cash Value. (5) If the determination of the Cash Value is referred to an independent expert and the value submitted by the transferor is no more than five percent (5%) above the Cash Value determined by the independent expert, the transferor's value shall be used for the Cash Value and the Disagreeing Parties shall pay all costs of the expert. If the value submitted by the transferor is more than five percent (5%) above the Cash Value determined by the independent expert, the independent expert's value shall be used for the Cash Value and the transferor shall pay all costs of the expert. Subject to the independent expert’s value being final and binding in accordance with Article 18.3, the Cash Value determined by the procedure shall be final and binding on all Parties. (6) Once the Cash Value is determined under Article 12.2(F)(5), Operator shall provide notice of such Cash Value to all Parties and the transferor shall be obligated to sell and the Parties which provided notice of their intention to purchase the transferor's Participating Interest pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)Article 12.2(F)(1) shall be made unless obligated to buy the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferParticipating Interest at said value.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; providedPROVIDED, howeverHOWEVER, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided PROVIDED that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party Party A obtains a written acknowledgment from each of the Rating Agencies (as defined in the Sale and Servicing Agreement) that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates Notes will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee Transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer or assign this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the ISDA Form Master Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) by either party shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. 11. Amendment of the Pooling Agreement. Party B shall not amend the Pooling Agreement without Party A's prior written consent, where such consent is required under the terms of the Pooling Agreement. 12. Agency Role of Greenwich Capital Markets, Inc. This Transaction has been entered into by Greenwich Capital Markets, Inc., as agent for Party A. Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise responsible for the obligations of Party A under this Transaction. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC BY: GREENWICH CAPITAL MARKETS, INC., ITS AGENT By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Party B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. LASALLE BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS TRUST, SERIES 2006-FM1 By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Solely with respect to Paragraphs 8 and 9, ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE LENDING, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- APPENDIX A (all such dates subject to adjustment in accordance with the Business Day Convention) From and including To but excluding Notional Amount (USD) ------------------ ---------------- --------------------- 6/30/2006 7/25/2006 0 7/25/2006 8/25/2006 0 8/25/2006 9/25/2006 0 9/25/2006 10/25/2006 0 10/25/2006 11/25/2006 0 11/25/2006 12/25/2006 0 12/25/2006 1/25/2007 367,874,591 1/25/2007 2/25/2007 352,767,716 2/25/2007 3/25/2007 336,351,301 3/25/2007 4/25/2007 318,944,792 4/25/2007 5/25/2007 301,059,011 5/25/2007 6/25/2007 283,107,993 6/25/2007 7/25/2007 265,667,982 7/25/2007 8/25/2007 248,953,736 8/25/2007 9/25/2007 233,349,494 9/25/2007 10/25/2007 218,841,751 10/25/2007 11/25/2007 205,569,159 11/25/2007 12/25/2007 193,368,411 12/25/2007 1/25/2008 182,088,119 1/25/2008 2/25/2008 171,562,050 2/25/2008 3/25/2008 161,291,172 3/25/2008 4/25/2008 150,253,736 4/25/2008 5/25/2008 137,086,035 5/25/2008 6/25/2008 121,136,159 6/25/2008 7/25/2008 105,203,575 7/25/2008 8/25/2008 92,684,924 8/25/2008 9/25/2008 82,695,236 9/25/2008 10/25/2008 78,434,000 10/25/2008 11/25/2008 78,434,000 11/25/2008 12/25/2008 74,583,020 12/25/2008 1/25/2009 69,614,729 1/25/2009 2/25/2009 65,071,531 2/25/2009 3/25/2009 60,927,085 3/25/2009 4/25/2009 57,109,898 4/25/2009 5/25/2009 53,556,473 5/25/2009 6/25/2009 50,210,603 6/25/2009 7/25/2009 47,102,919 7/25/2009 8/25/2009 44,242,962 8/25/2009 9/25/2009 41,650,284 From and including To but excluding Notional Amount (USD) ------------------ ---------------- --------------------- 9/25/2009 10/25/2009 39,299,785 10/25/2009 11/25/2009 37,151,536 11/25/2009 12/25/2009 35,172,048 12/25/2009 1/25/2010 33,340,885 1/25/2010 2/25/2010 31,640,281 2/25/2010 3/25/2010 30,056,669 3/25/2010 4/25/2010 28,577,783 4/25/2010 5/25/2010 27,194,521 5/25/2010 6/25/2010 25,898,010 6/25/2010 7/25/2010 24,688,744 7/25/2010 8/25/2010 23,567,589 8/25/2010 9/25/2010 22,485,938 EXHIBIT R FORM OF ASSESSMENT OF COMPLIANCE [DATE] ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 4 World Financial ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LaSalle Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services - ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Series 2006-FM1 Wilshire Credit Corporation ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Way Suite 200 Beaverton, Oregon 97005 ▇▇▇▇▇'▇ Investors Service, Inc. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Standard & Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Pooling and Servicing Agreement (the "Agreement") dated as of June 1, 2006 among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc., as depositor, Wilshire Credit Corporation, as servicer and LaSalle Bank National Association, as trustee, relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 (the "Issuing Entity") For the calendar year ending December 31, [2006] or portion thereof, [LaSalle Bank National Association, as Trustee] [Wilshire Credit Corporation, as Servicer] for the Issuing Entity has complied in all material respects with the relevant Servicing Criteria in Exhibit S of the Agreement. All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Agreement. Date: ------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT S SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE (RMBS unless otherwise noted) DEFINITIONS KEY: PRIMARY SERVICER - transaction party having borrower contactX - obligation TRUSTEE - fiduciary of the transaction and safe keeper of certain pool assets CUSTODIAN - safe keeper of certain pool assets WHERE THERE ARE MULTIPLE CHECKS FOR CRITERIA THE ATTESTING PARTY WILL IDENTIFY IN THEIR MANAGEMENT ASSERTION THAT THEY ARE ATTESTING ONLY TO THE PORTION OF THE DISTRIBUTION CHAIN THEY ARE RESPONSIBLE FOR IN THE RELATED TRANSACTION AGREEMENTS. WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- GENERAL SERVICING CONSIDERATIONS 1122(d)(1)(i) Policies and procedures are instituted to X X monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are IF APPLICABLE IF APPLICABLE outsourced to third parties, policies and FOR A FOR A procedures are instituted to monitor the TRANSACTION TRANSACTION third party's performance and compliance PARTICIPANT PARTICIPANT with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction N/A N/A agreements to maintain a back-up servicer for the Pool Assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions X policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. CASH COLLECTION AND ADMINISTRATION 1122(d)(2)(i) Payments on pool assets are deposited X X into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- 1122(d)(2)(ii) Disbursements made via wire transfer on X X Servicer disburses behalf of an obligor or to an investor funds to trustee. are made only by authorized personnel. Trustee disburses funds to certificateholders. 1122(d)(2)(iii) Advances of funds or guarantees regarding X collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, X X such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 1122(d)(2)(v) Each custodial account is maintained at a X X federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to X X prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly X X basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. INVESTOR REMITTANCES AND REPORTING 1122(d)(3)(i) Reports to investors, including those to X X be filed with the Commission, are maintained in accordance with the transaction agreements and applicable WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated X X Wilshire remits cash and remitted in accordance with and loan level data to timeframes, distribution priority and trustees based on other terms set forth in the transaction timelines established agreements. in the Pooling and Servicing Agreement. The trustee is responsible for the allocation of funds to certificateholders using the appropriate distribution priority as established by the Pooling and Servicing Agreement. 1122(d)(3)(iii) Disbursements made to an investor are X Trustee disburses posted within two business days to the funds to Servicer's investor records, or such certificateholders. other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the X X Servicer remits funds investor reports agree with cancelled and provides certain checks, or other form of payment, or investor reports to custodial bank statements. trustees within guidelines and timeframes established in the Pooling and Servicing Agreement. Trustee disburses funds to certificateholders. POOL ASSET ADMINISTRATION 1122(d)(4)(i) Collateral or security on pool assets is X X maintained as required by the transaction agreements or related pool asset documents. 1122(d)(4)(ii) Pool assets and related documents are X X safeguarded as required by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions X X to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any X payoffs, made in accordance with the related pool asset documents are WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

Transfer. Section 7 is hereby amended to read in its entirety The Common Stock may not be Transferred by any Shareholder except as follows: Except as stated under Section 6(b)(ii), provided in this Section 75. (a) Each Shareholder (and each Permitted Affiliate Transferee of such Shareholder) shall have the unrestricted right to Transfer its Common Stock to any Permitted Affiliate Transferee of such Shareholder, provided, that each such transferee shall become bound by and Part 5(bentitled to all the rights and obligations hereunder applicable to such Shareholder. (b) The Investor and its Permitted Affiliate Transferees shall have the right to Transfer shares of Common Stock to Persons other than Permitted Affiliate Transferees of the ScheduleInvestor in a transaction other than an Excepted Transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer Transfer shall be subject to the rights of this Agreement pursuant to a consolidation first offer or, if applicable, first refusal under Section 6 hereof in favor of WWC or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, designees and (ii) Party A the transferee shall be subject to the approval of WWC (which approval will not be unreasonably withheld or delayed). (c) WWC and its Permitted Affiliate Transferees shall have the right to Transfer shares of Common Stock to Persons other than Permitted Affiliate Transferees of WWC in transactions other than Excepted Transfers, subject to the 14 rights of first offer or, if applicable, first refusal under Section 6 hereof in favor of the Investor. (d) No Shareholder shall effect any pledge, mortgage, assignment by way of security, or other lien or encumbrance of any nature ("Lien") (other than such as may transfer be deemed to arise pursuant to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”Agreement) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, or with respect to clause (ii)any shares of Common Stock owned by it, (A) as provided, that WWC shall be permitted, when required under instruments governing its indebtedness for borrowed money, to place Liens on shares of Common Stock owned by it to secure such indebtedness if such Liens and all rights of the date of such transfer secured party thereunder with respect to the Transferee will not be required Common Stock are subject to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; the Shareholders under this Agreement, and (D) Party A will be responsible for any costs or expenses incurred provided further, that in connection with any foreclosure or enforcement of remedies by such transfersecured lender upon the shares subject to such Lien, the Tag Along Right and the Drag Along Right (but not the other rights and obligations of the parties hereunder) shall terminate. Party B will execute In connection with any such documentation as is reasonably deemed necessary Transfer by Party A for WWC to a secured lender by way of the effectuation granting of a Lien (but not any action by such secured lender to foreclose or enforce remedies on, or subsequently Transfer, the shares of Common Stock subject to its Lien), no rights of first offer, first refusal, Tag Along Rights or other rights of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) other Shareholder hereunder shall be made unless applicable. (e) Notwithstanding anything to the transferring party obtains a written acknowledgment from each of the Rating Agencies thatcontrary in this Section 5, notwithstanding such transfer or assignmentbut subject, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing case of WWC, to Sections 12(h) and 12(j), each Shareholder shall have the right to Transfer shares of Common Stock at any time in an Excepted Transfer. (f) The Shareholders and the Company each agree to cooperate in all reasonable respects (without any obligation to incur any liability or expense) in connection with any Transfer by a transfer, a transfer of all the obligations of Party A made in compliance with Shareholder permitted by this Section 7 will constitute 5, so as to enable such Transfer to be effected on an acceptance optimal basis for tax and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferother applicable regulatory purposes.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(f)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(o) below, however, that (i) Party A may make such a (at its own cost) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and (acting at the Trusteedirection of the Depositor); provided that, with respect that (A) Party B (acting at the direction of the Depositor) shall determine whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in by adding the following provision: "provided however, that, the Counterparty may assign its entirety as follows: Except as stated rights and obligations under Section 6(b)(ii)this Agreement, in this Section 7whole but not in part, and Part 5(b(1) to any Affiliate of LBHI effective upon delivery to the Trust of the Scheduleguarantee by LBHI, neither Party A nor Party B is permitted in favor of the Trust, of the obligations of such Affiliate, such guarantee to assignbe identical to the guarantee then in effect of the obligations of the transferor (except for the name, novate address and the jurisdiction of the guarantor) or transfer that otherwise satisfies the Rating Agency Condition, or (whether 2) to any entity with the same or higher long-term senior unsecured debt rating (as determined by way of security S&P or otherwise▇▇▇▇▇'▇) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without LBHI at the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result time of such transfer; (C) , in each case provided that the transferee satisfies the definition of Substitute Swap Provider. In the event of such notice is accompanied by a written instrument pursuant to which transfer, this Agreement shall be replaced with an agreement having identical terms except that the Transferee acquires and assumes Counterparty shall be replaced as a counterparty or with an agreement that otherwise satisfies the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transferRating Agency Condition. Notwithstanding the foregoing, no any assignment hereunder shall not be permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of any Tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of Default or assignment Termination Event to occur. The Counterparty will provide prior written notice to the Trust and each Rating Agency of any such assignment. If an entity has made a Firm Offer (including a transfer or assignment made pursuant which remains capable of becoming legally binding upon acceptance) to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each transferee of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, the Trust shall, at the Counterparty's written request and at the Counterparty's expense, take any reasonable steps required to be taken by it to effect such transfer." (ii) All collateral posted by the Counterparty pursuant to the Credit Support Annex shall be returned to the Counterparty within three (3) Business Days upon the assumption by a transfer Substitute Swap Provider of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such Counterparty's obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferhereunder.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b5(i) of the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trust Administrator, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate Dealer may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rightsrights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the applicable law effective on the date of such transfer or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or interests under Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Agreement Master 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 any Transaction without and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the prior written consent extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the other party; providedcontrary in the Agreement, howeverthe Equity Definitions, that the Swap Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party A may make such or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a transfer of this Agreement Transaction pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and the Confirmation (ii) Party A may transfer this Agreement to any Person, including, without limitation, another by making calculations, adjustments or determinations with respect to such Transaction but not, for the avoidance of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided thatdoubt, with respect to clause any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (ii)) to the extent Dealer, (A) acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the date of methodology and the basis for such transfer the Transferee will judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be required obligated to withhold disclose any confidential or deduct on account of a Tax from any payments under this Agreement unless the Transferee will proprietary models or other information that Dealer believes to be required confidential, proprietary or subject to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event contractual, legal or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and regulatory obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim disclose such information, in each case, used by it for paymentsuch judgment, liabilitycalculation, adjustment or otherwise against Party A with respect to, such obligations from and after the effective date determination. Counterparty Payment Instructions: To be provided by Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details for Purpose of the transferGiving Notice: To be provided by Counterparty. Dealer’s Contact Details for Purpose of Giving Notice: To be provided by Dealer.

Transfer. Section 7 is hereby amended Notwithstanding anything to read the contrary herein or in its entirety as follows: Except as stated under Section 6(b)(ii)the Agreement, in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate MSCO may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations rights or interests under this Agreement or delegate any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement duties hereunder to any Person, including, without limitation, another Affiliate of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B MSCO whose obligations hereunder and under the TrusteeAgreement are fully and unconditionally guaranteed by MSCO; provided that, with respect to clause (ii), that (A) as of the date of such transfer the Transferee Counterparty will not neither (x) be required to withhold or deduct on account of pay, nor is there a Tax from any payments under this Agreement unless the Transferee will material likelihood that it would be required to make payments pay, an additional amount in respect of additional amounts pursuant to an Indemnifiable Tax under Section 2(d)(i)(4) of this Agreement the Agreement, nor (y) receive a payment, nor is there a material likelihood that it would receive a payment, from which an amount has been deducted or withheld for or on account of any Tax in respect of such Tax (B) a Termination Event or Event of Default does which the other party is not occur under this Agreement required to pay an additional amount, in either case as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, (B) such transferee is a “dealer” within the thenmeaning of section 1.1001-current ratings 4(b)(1) of the Offered Certificates will not be reduced U.S. Treasury Regulations and (C) no Event of Default or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer Potential Event of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations Default shall (and any related interests so transferredx) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A have occurred with respect to MSCO or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing MSCO to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, MSCO may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform MSCO’s obligations (in respect of this Transaction and any related interests so transferred)such designee may assume such obligations; provided that Counterparty will neither (x) be required to pay, and nor is there a release and discharge by Party B material likelihood that it would be required to pay, an additional amount in respect of Party A froman Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement, and an agreement by Party B not to make any claim for nor (y) receive a payment, liabilitynor is there a material likelihood that it would receive a payment, from which an amount has been deducted or otherwise against Party A withheld for or on account of any Tax in respect of which MSCO or such designee is not required to pay an additional amount, in either case as a result of such designation. MSCO shall be discharged of its obligations to Counterparty to the extent of any such performance in accordance with respect to, such obligations from and after the effective date of the transferpreceding sentence.

Transfer. Section 7 is hereby amended Subject to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, ) and Part 5(b) of to the Scheduleextent permitted by applicable law, neither Party A this Agreement nor Party B is permitted to assign, novate any interest or transfer obligation in or under this Agreement may be transferred (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction by either party without the prior written consent of the other party; provided, however, that except that:— (ia) Party A a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and entity (ii) Party A may transfer this Agreement but without prejudice to any Person, including, without limitation, another of Party A’s offices, branches other right or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments remedy under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Agreement); and (Bb) a Termination Event or Event of Default does not occur under this Agreement as a result of party may make such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations or any part of Party A made its interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11. Any purported transfer that is not in compliance with this Section 7 will constitute an acceptance be void. (a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in good faith and assumption using commercially reasonable procedures in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferexcess.

Transfer. (a) Neither the interests nor obligations of any party in or under this Agreement (including any Transaction) are capable of being assigned or transferred (whether at law, in equity or otherwise), charged or the subject of any trust or other fiduciary obligation (other than, in respect of Party B, the trusts and fiduciary obligations created under the Master Trust Deed and the security given under the Security Trust Deed). Any action by a party which purports to do any of these things is void. (b) Nothing in this Section 7 is hereby amended to read in its entirety as follows: Except as stated 7: (i) restricts a transfer by a party under Section 6(b)(ii), in this Section 7, and Part 5(b; (ii) of the Schedule, neither Party A nor Party B is permitted to assign, novate or restricts a transfer (whether by way of security or otherwise) as a whole or in part any party of its rights, interests and obligations in or interests under this Agreement or (including any Transaction without the prior written consent of the other party; provided, however, that (i-------------------------------------------------------------------------------- Page 27 INTEREST RATE SWAP SCHEDULE -------------------------------------------------------------------------------- Transaction) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, with or merger with or into, or transfer of all or substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and entity (ii) Party A may transfer this Agreement but without prejudice to any Person, including, without limitation, another of Party A’s offices, branches other right or affiliates remedy under this Agreement); (any such Person, office, branch or affiliate, iii) restricts a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as novation of the date of such transfer the Transferee will not be required to withhold or deduct on account interests and obligations of a Tax from any payments party in or under this Agreement unless (including any Transaction); or (iv) restricts a transfer by a party of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). (c) Unless otherwise agreed by the Transferee will be required to make payments of additional amounts parties and each Designated Rating Agency, any transfer or assignment pursuant to this Section 2(d)(i)(4) of this Agreement 7 must be made to an entity in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no each Designated Rating Agency confirms that such transfer or assignment will not result in a reduction or withdrawal of the then rating of any outstanding Notes. (d) Each party acknowledges that the other parties enter into this Agreement and each Transaction on the basis that this Section 7 must be strictly observed and is fundamental to the terms of this Agreement (including a transfer or assignment made pursuant each Transaction)." (p) In Section 9(b) the first word "No" is replaced with: "Except to the extent that the entering into of each Transaction takes effect as an amendment to this Agreement (in the manner and subject to the qualification referred to in Section 6(b)(ii1(c), as varied by Part 5(e) shall of the Schedule), no amendment may be made unless notice of it is given to each Designated Rating Agency and each Designated Rating Agency confirms that the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates amendment will not be reduced or withdrawn. Except as specified otherwise result in the documentation evidencing a transfer, a transfer downgrading of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance any Notes and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferno".

Transfer. Section 7 is hereby amended (i) Prior to read in its entirety as follows: Except as stated under Section 6(b)(ii)the Consent Date, in this Section 7, and Part 5(b) of the Scheduleother than to an Affiliate, neither Party A nor Party B is permitted to assign, novate may assign or transfer (whether by way of security its interest and obligations in or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that Party (i) with such non-transferring Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and being the “Non-Transferring Party”). (ii) Prior to or following the Consent Date, neither Party A may assign, transfer this Agreement or otherwise dispose of, all or part of its Participating Interest to any Person, including, without limitation, another of third party (the “Third Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ without the prior written notice consent of the Non-Transferring Party, provided that: (a) the Non-Transferring Party shall act reasonably at all times; (b) such consent of the Non-Transferring Party shall not be refused if the proposed Third Party Transferee satisfies all technical, operational, regulatory (including financial and security regulators) and financial requirements to Party B enable it to comply with its obligations as a Contractor under the Contract and the Trustee; provided thatJOA. Notwithstanding the above, if ERHC wishes to assign, transfer or otherwise dispose of, all or part of its Participating Interest to a Third Party Transferee that does not satisfy all technical, operational, regulatory (including financial and security regulators) and financial requirements to enable such Third Party Transferee to comply with respect its obligations as a Contractor under the Contract and the JOA, ERHC shall agree in a document reasonably satisfactory to clause (ii), (A) as CEPSA to remain liable for all of the date Third Party Transferee’s technical, operational, regulatory (including financial and security regulators) and financial obligations under the Contract and the JOA. - 41 - (iii) If either Party (the “Transferring Party”) wishes to negotiate with or enter into any agreement with a Third Party Transferee for the assignment, transfer or otherwise disposal of all or part of its Participating Interest, the Non-Transferring Party shall have the right at all times to match any offer made by such Third Party Transferee for the relevant Participating Interest and to have a right of first refusal over the acquisition of such transfer Participating Interest on the same terms as those proposed by the Third Party Transferee will not be required to withhold or deduct on account the proposed Transferring Party. If a Transferring Party transfers any portion of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the its rights and obligations herein or under the Contract to a Third Party Transferee, any payment and other obligations of the Transferring Party A so transferred; and (D) in favour of the Non-Transferring Party A will be responsible for any costs or expenses incurred in connection with such transfer. shall remain the obligations of the Transferring Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment Transferring Party secures an undertaking from each Third Party Transferee in favour of the Rating Agencies that, notwithstanding Non-Transferring Party obliging the Third Party Transferee to make such transfer payments and bear such obligations (or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing case of a partial transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption pro rata share of such obligations payments and obligations) to the Non-Transferring Party in accordance with the terms of this Agreement. (and any related interests so transferrediv) (including If the Government elects to acquire an acceptance and assumption additional interest in the Contract pursuant to Clause 28(1) of the Disclosure Agreements Contract (the “Government Election”), the Parties agree that each Party will transfer a portion of their Participating Interest to the Government pro-rata to their Participating Interest as at the Consent Date to ensure that such quantum of additional interest acquired by the transferor) Government under the Government Election is satisfied. Each Party covenants and undertakes hereby that if it seeks to transfer any part of its interest in the Contract after the Consent Date, it will ensure that the transferee shall be bound by an identical provision to relinquish to the Transferee, a novation Government upon the Government Election such pro-rata portion of the transferee in place of Party A with respect transferred interest as will enable the Government to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not acquire the additional interest it elects to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferacquire.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate Dealer may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rightsrights or delegate any of its duties hereunder to any affiliate of Dealer; provided that under the applicable law effective on the date of such transfer or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or interests under Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Agreement Master 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 any Transaction without and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the prior written consent extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the other party; providedcontrary in the Agreement, howeverthe Equity Definitions, that the Swap Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party A may make such or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a transfer of this Agreement Transaction pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and the Confirmation (ii) Party A may transfer this Agreement to any Person, including, without limitation, another by making calculations, adjustments or determinations with respect to such Transaction but not, for the avoidance of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided thatdoubt, with respect to clause any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (ii)) to the extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation (Awhich may be by e-mail) of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the date of methodology and the basis for such transfer the Transferee will judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be required obligated to withhold disclose any confidential or deduct on account of a Tax from any payments under this Agreement unless the Transferee will proprietary models or other information that Dealer believes to be required confidential, proprietary or subject to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event contractual, legal or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and regulatory obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim disclose such information, in each case, used by it for paymentsuch judgment, liabilitycalculation, adjustment or otherwise against Party A with respect to, such obligations from and after the effective date determination. Counterparty Payment Instructions: To be provided by Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of the transferGiving Notice: Dealer’s Contact Details for Purpose of Giving Notice: To be provided by Dealer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies other than Moody's that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates Notes will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to Rating Agency Condition in relation to S&P, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the Rating Agency Condition in relation to S&P will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Section 7 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any transfer under this Part 5(e). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a transfer under Part 5(b), Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. Section 7 is hereby amended to read 16.1 Party B shall use the Premises only in its entirety as follows: Except as stated under Section 6(b)(ii), in accordance with the terms and condition of this Section 7, and Part 5(b) Agreement. During the Term of the ScheduleLease, neither with prior consent of Party A, which consent shall not be unreasonably withheld, Party B may assign, relet or sublet in whole or part the Premises. Notwithstanding anything to the contrary herein, (i) Party B may, without Party A's prior written consent but with prior written notice to Party A, sublet the Premises or assign this Agreement to (a) an entity controlling, controlled by or under common control with Party B, (b) a successor entity related to Party B by merger, consolidation, nonbankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Party B's assets located at the Premises and (ii) a sale or transfer of Party B's capital stock shall not require any consent of Party A; provided; however, that Party A nor agrees to assist and cooperate with Party B is permitted to assignobtain any required governmental consent or approval in connection with any assignment of this Agreement, novate sublease of the Premises or sale or transfer (of Party B's capital stock or other transaction or event that may constitute an assignment or sublease under applicable law. 16.2 In the event Party B assigns part or all of its rights and obligations under this Agreement to an unrelated third party, Party B shall obtain the prior written consent from Party A, which shall not be unreasonably withheld. Upon the occurrence of any assignment of all or any portion of this Agreement by Party B, whether by way of security to an unrelated party or otherwise) as a whole , the assignee shall be responsible for the payment of rent or in part for the performance of any other obligations so assigned and Party B shall be released and exempted from the payment and performance of such rent and other obligations from and after the date of such assignment. 16.3 During the lease period, Party A shall not transfer the Hangzhou Real Property or its rights, obligations or interests rights under this Agreement or any Transaction without the prior written consent its ownership of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant state-owned land use right with respect to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement the Hangzhou Real Property to any Personthird party, including, without limitation, another of Party A’s offices, branches to its parent or affiliates (any such Person, office, branch subsidiary or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold affiliate in whole or deduct on account of a Tax from any payments under this Agreement part unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection has complied with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation terms of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferArticle 17 hereof.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Notwithstanding the provisions of Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of may assign and delegate its rights, rights and obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation any one or amalgamation with, more Transactions or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) this Agreement and all Transactions hereunder (the “Transferred Obligations”) to any direct or indirect affiliate of Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a the “TransfereeAssignee”) on at least five Business Days’ prior written by notice to Party B and specifying the Trustee; provided that, with respect to clause (ii), (A) as of the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Transferee Assignee of the Transferred Obligations and provided further,(1) if the Assignee is a direct or indirect affiliate of Party A and it is not an entity rated by ▇▇▇▇▇’▇, S&P or Fitch, Inc. (“Fitch”) or any successor to the business of any such rating agency, the Transferred Obligations will not be guaranteed by a direct or indirect affiliate of Party A that has a credit rating by ▇▇▇▇▇’▇, S&P or Fitch; (2) Party B will not, as a result of such transfer, be required to pay the Assignee any Indemnifiable Tax greater than the amount that Party B would have been required to pay to Party A in the absence of such transfer; (3) the Assignee will not, as a result of such transfer, be required to withhold or deduct on account of a any Tax from any payments under this Agreement unless the Transferee will be an amount in excess of that which Party A would have been required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement so withhold or deduct in respect the absence of such transfer; (4) the transfer shall not give rise to a taxable event or any adverse tax consequences to Party B; (5) the transferee shall provide Party B with a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8 (as applicable) prior to becoming a party to this Agreement; (6) the transferee shall provide Payer Tax Representations and Payee Tax Representations; (B7) an Event of Default or a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; and (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of 8) Party A so transferred; has delivered (in accordance with the notice section of this Agreement) an executed assignment and (D) assumption agreement by the Assignee and Party A will be responsible for any costs or expenses incurred in connection with such transferof the transferred obligations. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such No transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made recognized unless the transferring transferor party obtains a written acknowledgment from each provides the other party to this Agreement with the name and address of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfertransferee.

Transfer. (a) Neither the interests nor obligations of any party in or under this Agreement (including any Transaction) are capable of being assigned or transferred (whether at law, in equity or otherwise), charged or the subject of any trust or other fiduciary obligation (other than, in respect of Party B, the trusts and fiduciary obligations created under the Master Trust Deed and the security given under the Security Trust Deed). Any action by a party which purports to do any of these things is void. (b) Nothing in this Section 7 is hereby amended to read in its entirety as follows: Except as stated 7: (i) restricts a transfer by a party under Section 6(b)(ii), in this Section 7, and Part 5(b; (ii) of the Schedule, neither Party A nor Party B is permitted to assign, novate or restricts a transfer (whether by way of security or otherwise) as a whole or in part any party of its rights, interests and obligations in or interests under this Agreement or (including any Transaction without the prior written consent of the other party; provided, however, that (iTransaction) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, with or merger with or into, or transfer of all or substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and entity (ii) Party A may transfer this Agreement but without prejudice to any Person, including, without limitation, another of Party A’s offices, branches other right or affiliates remedy under this Agreement); (any such Person, office, branch or affiliate, iii) restricts a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as novation of the date of such transfer the Transferee will not be required to withhold or deduct on account interests and obligations of a Tax from any payments party in or under this Agreement unless (including any Transaction); or (iv) restricts a transfer by a party of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). (c) Unless otherwise agreed by the Transferee will be required to make payments of additional amounts parties and each Designated Rating Agency, any transfer or assignment pursuant to this Section 2(d)(i)(4) of this Agreement 7 must be made to an entity in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no each Designated Rating Agency confirms that such transfer or assignment will not result in a reduction or withdrawal of the then rating of any outstanding Notes. (d) Each party acknowledges that the other parties enter into this Agreement and each Transaction on the basis that this Section 7 must be strictly observed and is fundamental to the terms of this Agreement (including a transfer or assignment made pursuant each Transaction)." (p) In Section 9(b) the first word "No" is replaced with: "Except to the extent that the entering into of each Transaction takes effect as an amendment to this Agreement (in the manner and subject to the qualification referred to in Section 6(b)(ii1(c), as varied by Part 5(e) shall of the Schedule), no amendment may be made unless notice of it is given to each Designated Rating Agency and each Designated Rating Agency confirms that the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates amendment will not be reduced or withdrawn. Except as specified otherwise result in the documentation evidencing a transfer, a transfer downgrading of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance any Notes and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferno".

Transfer. Section 7 is hereby amended (i) Counterparty shall have the right to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate transfer or transfer (whether by way of security assign all or otherwise) as a whole or in part any of its rightsrights and obligations hereunder with respect to all, obligations or interests under this Agreement or any, of the Options hereunder (such Options, the “Transfer Options”) to (x) any Transaction without Affiliate of Counterparty with prior written consent of Dealer and (y) to any third party that is not an Affiliate of Counterparty with the prior written consent of Dealer, such consent not to be unreasonably withheld; provided that withholding of such consent by Dealer shall not be considered unreasonable if such transfer or assignment does not meet any of the other party; providedfollowing conditions: (A) With respect to any Transfer Options, however, that (iCounterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(m) Party A may make such a transfer of this Agreement pursuant to a consolidation Confirmation; (B) Such transfer or amalgamation withassignment shall be effected on terms, or merger with or intoincluding any reasonable undertakings by such third party (including, or transfer of substantially all of its assets but not limited to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, undertaking with respect to clause 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 customary documentation by such third party and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer; (ii), (AC) as of Under the applicable law effective on the date of such transfer the Transferee or assignment, (1) Dealer will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement not, as a result of such transfer; (Ctransfer or assignment, be required to pay the transferee or assignee on any payment date or delivery date an amount or a number of Shares, as applicable, under Section 2(d)(i)(4) such notice is accompanied by a written instrument pursuant of the Agreement greater than the amount or the number of Shares, as applicable, that Dealer would have been required to which pay to Counterparty in the Transferee acquires and assumes the rights and obligations absence of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment and (including 2) Dealer will not, as a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each result of the Rating Agencies that, notwithstanding such transfer or assignment, receive from the then-current ratings transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Offered Certificates Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer or assignment; (D) No Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment; (E) Counterparty shall cause the transferee to make such 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 (C) and (D) will not occur upon or after such transfer and assignment, including but not limited to providing tax documentation specified in Section 9(w) of this Confirmation and making the tax representations specified in Section 9(x) of this Confirmation on or prior to such transfer and at the other times specified in such Sections; and (F) Counterparty shall be reduced responsible for all reasonable and documented costs and expenses, including reasonable documented out-of-pocket counsel fees, incurred by Dealer in connection with such transfer or withdrawn. Except as specified otherwise assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign all of its rights or obligations under the Transaction to any affiliate or branch 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 guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer; provided that, in the documentation evidencing a transfercase of any such transfer or assignment, a transfer of all under the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption applicable law effective on the date of such obligations transfer or assignment, (and I) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any related interests so transferredpayment date an amount under Section 2(d)(i)(4) (including an acceptance and assumption of the Disclosure Agreements by Agreement greater than the transferoramount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment; (II) by Counterparty will not, as a result of such transfer or assignment, receive from the Transfereetransferee or assignee on any payment or delivery date an amount or a number of Shares, a novation as applicable, under Section 2(d)(i)(4) of the Agreement that is less than the amount or the number of Shares that Counterparty would have received from Dealer in the absence of such transfer or assignment; (III) Dealer shall cause the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not or assignee to make any claim such tax representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that events described in clauses (I) and (II) of this proviso will not occur upon or after such transfer or assignment; (IV) Dealer shall be responsible for paymentall expenses, liabilityincluding reasonable documented out-of-pocket counsel fees, incurred by Counterparty in connection with such transfer or otherwise against Party A with respect toassignment; and (V) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such obligations from transfer and after the effective date of the transferassignment.

Transfer. Section 7 is hereby amended to read (A) Any Transfer or Encumbrance of an interest in its entirety as follows: Except as stated under Section 6(b)(ii), a Contract and the corresponding Joint Operating Agreement must also include a Transfer or Encumbrance of the corresponding rights and obligations in this Section 7Agreement and all Associated Agreements in which the transferor holds an interest. Likewise, and Part 5(b) any Transfer or Encumbrance of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or an interest in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent Associated Agreement must include a Transfer or Encumbrance of the other party; provided, however, that (i) Party A may make such a transfer of corresponding rights and obligations in this Agreement pursuant and all Associated Agreements, one or both of the Contracts, as applicable, and the Joint Operating Agreement or Joint Operating Agreements corresponding to such Contract or Contracts. (B) A transferee shall have no rights in this Agreement (except any notice and cure rights or similar rights that may be provided to a consolidation or amalgamation with, or merger with or into, or transfer of substantially Lien Holder by separate instrument signed by all of its assets to, another entity, or Parties) unless and until: (1) It expressly undertakes in an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement instrument reasonably satisfactory to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice the other Parties to Party B and perform the Trustee; provided that, with respect to clause (ii), (A) as obligations of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments transferor under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of the Project Interest being transferred, whenever accruing, and obtains and furnishes to the other Parties a copy of any necessary Government approval for the Transfer or Encumbrance and furnishes any guarantees required by the Government or the applicable Contract on or before the applicable deadlines, and (2) Except in the case of a Transfer to an Affiliate and Transfers among Parties as provided for in Article 10 or Article 15, each Party has consented in writing to such Tax (B) a Termination Event or Event Transfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of Default does not occur each Party its financial capability to perform its payment obligations under this Agreement as including the satisfaction of its obligations with respect to Decommissioning pursuant to Article 12. No consent shall be required under this Article 14.2(B)(2) for a result Transfer to an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the other Parties to remain liable for its Affiliate’s performance of such transfer; its obligations. (C) such notice is accompanied by To the extent a written instrument pursuant to which transferee has satisfied the Transferee acquires and assumes requirements set out in Article 14.2(B), the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) transferor shall be made unless the transferring party obtains a written acknowledgment released from each any and all of the Rating Agencies its obligations hereunder in relation to such transferred interest; provided that, notwithstanding such transfer or assignmentthe Transfer, the then-current ratings transferor shall remain liable to the other Parties for any obligations, financial or otherwise, in relation to such transferred interest which have vested, matured or accrued under the provisions of this Agreement prior to the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption date of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferTransfer.

Transfer. Section 7 is hereby amended (i) Prior to read in its entirety as follows: Except as stated under Section 6(b)(ii)the Consent Date, in this Section 7, and Part 5(b) of the Scheduleother than to an Affiliate, neither Party A nor Party B is permitted to assign, novate may assign or transfer (whether by way of security its interest and obligations in or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that Party (i) with such non- transferring Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and being the “Non-Transferring Party”). (ii) Prior to or following the Consent Date, neither Party A may assign, transfer this Agreement or otherwise dispose of, all or part of its Participating Interest to any Person, including, without limitation, another of third party (the “Third Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ without the prior written notice consent of the Non-Transferring Party, provided that: (a) the Non-Transferring Party shall act reasonably at all times; (b) such consent of the Non-Transferring Party shall not be refused if the proposed Third Party Transferee satisfies all technical, operational, regulatory (including financial and security regulators) and financial requirements to Party B enable it to comply with its obligations as a Contractor under the Contract and the Trustee; provided thatJOA. Notwithstanding the above, if ERHC wishes to assign, transfer or otherwise dispose of, all or part of its Participating Interest to a Third Party Transferee that does not satisfy all technical, operational, regulatory (including financial and security regulators) and financial requirements to enable such Third Party Transferee to comply with respect its obligations as a Contractor under the Contract and the JOA, ERHC shall agree in a document reasonably satisfactory to clause (ii), (A) as CEPSA to remain liable for all of the date Third Party Transferee’s technical, operational, regulatory (including financial and security regulators) and financial obligations under the Contract and the JOA. (iii) If either Party (the “Transferring Party”) wishes to negotiate with or enter into any agreement with a Third Party Transferee for the assignment, transfer or otherwise disposal of all or part of its Participating Interest, the Non-Transferring Party shall have the right at all times to match any offer made by such Third Party Transferee for the relevant Participating Interest and to have a right of first refusal over the acquisition of such transfer Participating Interest on the same terms as those proposed by the Third Party Transferee will not be required to withhold or deduct on account the proposed Transferring Party. If a Transferring Party transfers any portion of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the its rights and obligations herein or under the Contract to a Third Party Transferee, any payment and other obligations of the Transferring Party A so transferred; and (D) in favour of the Non-Transferring Party A will be responsible for any costs or expenses incurred in connection with such transfer. shall remain the obligations of the Transferring Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment Transferring Party secures an undertaking from each Third Party Transferee in favour of the Rating Agencies that, notwithstanding Non-Transferring Party obliging the Third Party Transferee to make such transfer payments and bear such obligations (or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing case of a partial transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption pro rata share of such obligations payments and obligations) to the Non-Transferring Party in accordance with the terms of this Agreement. (and any related interests so transferrediv) (including If the Government elects to acquire an acceptance and assumption additional interest in the Contract pursuant to Clause 28(1) of the Disclosure Agreements Contract (the “Government Election”), the Parties agree that each Party will transfer a portion of their Participating Interest to the Government pro-rata to their Participating Interest as at the Consent Date to ensure that such quantum of additional interest acquired by the transferor) Government under the Government Election is satisfied. Each Party covenants and undertakes hereby that if it seeks to transfer any part of its interest in the Contract after the Consent Date, it will ensure that the transferee shall be bound by an identical provision to relinquish to the Transferee, a novation Government upon the Government Election such pro-rata portion of the transferee in place of Party A with respect transferred interest as will enable the Government to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not acquire the additional interest it elects to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferacquire.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trust Administrator on behalf of Party B but with prior written notice to S&P and the Trust Administrator, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. Section 7 is hereby amended (i) Counterparty shall have the right to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate transfer or transfer (whether by way of security assign all or otherwise) as a whole or in part any of its rightsrights and obligations hereunder with respect to all, obligations or interests under this Agreement or any Transaction without any, of the Options hereunder (such Options, the “Transfer Options”) with the prior written consent of Dealer, such consent not to be unreasonably withheld; provided that withholding of such consent by Dealer shall not be considered unreasonable if such transfer or assignment does not meet any of the other party; providedfollowing conditions: (A) With respect to any Transfer Options, however, that (iCounterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(m) Party A may make such a transfer of this Agreement pursuant to a consolidation Confirmation; (B) Such transfer or amalgamation withassignment shall be effected on terms, or merger with or intoincluding any reasonable undertakings by such third party (including, or transfer of substantially all of its assets but not limited to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, undertaking with respect to clause 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 reasonably requested and reasonably satisfactory to Dealer; (ii), (AC) as of Under the applicable law effective on the date of such transfer the Transferee or assignment, (1) Dealer will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement not, as a result of such transfer; (Ctransfer or assignment, be required to pay the transferee or assignee on any payment date or delivery date an amount or a number of Shares, as applicable, under Section 2(d)(i)(4) such notice is accompanied by a written instrument pursuant of the Agreement greater than the amount or the number of Shares, as applicable, that Dealer would have been required to which pay to Counterparty in the Transferee acquires and assumes the rights and obligations absence of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment and (including 2) Dealer will not, as a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each result of the Rating Agencies that, notwithstanding such transfer or assignment, receive from the then-current ratings transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Offered Certificates Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer or assignment; (D) No Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment; (E) Counterparty shall cause the transferee to make such 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 (C) and (D) will not occur upon or after such transfer and assignment, including but not limited to providing tax documentation specified in Section 9(bb) of this Confirmation and making the tax representations specified in Section 9(aa) of this Confirmation on or prior to such transfer and at the other times specified in such Sections; and (F) Counterparty shall be reduced responsible for all reasonable and documented costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or withdrawn. Except as specified otherwise assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction 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 guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or JPMorgan Chase & Co.; provided that, in the documentation evidencing a transfercase of any such transfer or assignment, a transfer of all under the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption applicable law effective on the date of such obligations transfer or assignment, (and I) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any related interests so transferredpayment date an amount under Section 2(d)(i)(4) (including an acceptance and assumption of the Disclosure Agreements by Agreement greater than the transferoramount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment; (II) by Counterparty will not, as a result of such transfer or assignment, receive from the Transfereetransferee or assignee on any payment or delivery date an amount or a number of Shares, a novation as applicable, under Section 2(d)(i)(4) of the Agreement that is less than the amount or the number of Shares that Counterparty would have received from Dealer in the absence of such transfer or assignment; (III) Dealer shall cause the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not or assignee to make any claim for paymentsuch tax representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that events described in clauses (I) and (II) of this proviso will not occur upon or after such transfer or assignment; and (IV) no Event of Default, liability, Potential Event of Default or otherwise against Party A with respect to, Termination Event will occur as a result of such obligations from transfer and after the effective date of the transferassignment.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Notwithstanding the provisions of Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assignmay assign its rights and delegate its obligations under any Transaction, novate or transfer (whether by way of security or otherwise) as a in whole or in part part, to any Affiliate of its rightsML & Co. (an "Assignee"), obligations or interests under this Agreement or any Transaction without effective (the prior written consent "Effective Transfer Date") upon delivery to the Administrator of both (a) an executed acceptance and assumption by the Assignee of the other partytransferred obligations of MLCS under the Transaction (the "Transferred Obligations"); and (b) an executed guarantee of ML & Co., of the Transferred Obligations, substantially identical to the Credit Support Document with respect to MLCS; provided, however, that no transfer to an Assignee shall occur if (i) Party A may make such MLCS or the Assignee shall, as a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date result of such transfer the Transferee will not transfer, be required to withhold or deduct on account of a Tax from any payments under this Agreement Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which MLCS would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to withhold or deduct in the absence of such transfer, unless the Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) corresponding to such excess; (ii) an Event of this Agreement in respect of such Tax (B) a Termination Event or Default, Potential Event of Default does not or Termination Event would occur under this Agreement hereunder as a result of such transfer or (iii) any of the Rating Agencies shall reduce, suspend or withdraw their ratings of the Notes as a result of such transfer; and provided, further, that MLCS shall pay any fees and expenses incurred by or on the part of either party as a result of such transfer. On the Effective Transfer Date, (Ca) such notice is accompanied by a written instrument pursuant to which MLCS shall be released from all obligations and liabilities arising under the Transferee acquires and assumes the rights and obligations of Party A so transferredTransferred Obligations; and (Db) the Transferred Obligations shall cease to be a Transaction under this Agreement and shall be deemed to be Transaction under the ISDA Master Agreement between Assignee and Party A will B, provided that, if, on the Effective Transfer Date, Assignee and Party B have not entered into an ISDA Master Agreement, Assignee and Party B shall be responsible for deemed to have entered into an ISDA Master Agreement that is substantially identical to this Agreement, including this Schedule. At least 15 days prior to any costs or expenses incurred such transfer MLCS shall notify the Administrator in connection writing of its intent to transfer its rights and delegate its obligations hereunder in accordance with the terms hereof, and shall state in writing that such transfer shall conform to the requirements of this Part 5(e)(iv), whereupon the Administrator shall promptly notify each Rating Agency of such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may, with the consent of Party B (which consent shall not be unreasonably withheld or delayed, provided that (x) if Party B does not respond within 2 Business Days after notice of any such proposed transfer or assignment from Party A, such consent shall be deemed to have been given and (y) so long as either an Event of Default with respect to which Party B is hereby amended the Defaulting Party or a Termination Event with respect to read which Party B is an Affected Party has occurred and is continuing at the time of the transfer or assignment or if the transferee or assignee is an Affiliate of Party A or in its entirety as follows: Except as stated under Section 6(b)(ii), the circumstances described in this Section 7, Sections 7(a) and Part 5(b7(b) of the ScheduleAgreement, neither Party A nor Party B is permitted shall be deemed to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of have given its rights, obligations or interests under this Agreement or any Transaction without the prior consent and no actual specific written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (iishall be required), (A) as of transfer or assign the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant Transaction to which the Transferee acquires this Confirmation relates and assumes the rights and obligations of Party A so transferredunder the Agreement and the Credit Support Documents to the extent they relate to the Transaction to which this Confirmation relates to one or more assignees (each, a “Transferee”); provided that, in the event of an assignment or transfer by Party A without the express consent of Party B (other than an assignment or transfer of the type described in Section 7(a) or 7(b) of the Agreement, in which case the following provisions shall not apply, but without prejudice to any other right or remedy under the Agreement): (i) Party B will not, as a result of such transfer, be required to pay to the Transferee an amount in respect of an Indenmifiable Tax under Section 2(d)(i)(4) under the Transferee Agreement (as defined below) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; (ii) Party B will not receive any payment under the Transferee Agreement from which an amount is required to be, as a result of such transfer, withheld or deducted on account of a Tax with respect to which no additional amount is required to be paid by the Transferee under Section 2(d)(i)(4) of the Transferee Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof); (iii) at the time of the assignment, if Party B and the Transferee have not entered into a master agreement in the form of the Agreement, this Confirmation shall evidence a complete binding agreement between them as to the terms of the Transaction to which this Confirmation relates, and Party B and the Transferee shall use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), with such modifications as they shall in good faith agree (the “Transferee Agreement”); upon the execution and delivery of the Transferee Agreement, this Confirmation will supplement, form a part of, and be subject to that agreement; until the execution and delivery of the Transferee Agreement, this Confirmation, together with all other documents referring to the ISDA Form confirming transactions entered into between Party B and the Transferee, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if they had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date in which the assignment is effective between Party B and the Transferee; in the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction; (iv) neither an Event of Default with respect to which Party A is the Defaulting Party nor a Termination Event with respect to which Party A is an Affected Party has occurred and is continuing at the time of the assignment, and neither an Event of Default nor a Termination Event shall occur as a result of the assignment; (v) it will not become, and there is not a substantial likelihood that it will become, unlawful for either party to perform any obligation under the Transferee Agreement as a result of such assignment; and (Dvi) Party A will be responsible for any costs or expenses incurred in connection with such transfer. provides to Party B will execute written notice of such documentation assignment reasonably in advance of the assignment specifying the date of such assignment. Unless Party B is notified in writing to the contrary, from and after such date specified for an assignment that complies with the foregoing, Party B may treat the Transferee as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferpurposes.

Transfer. Section 7 is hereby amended (a) Unless the General Partner obtains the prior written approval of the Limited Partner owning at least a simple majority of the Partnership Interests owned by Limited Partners, it shall not have the right to read Transfer its Partnership Interest (or any part thereof) as the General Partner in the Partnership or substitute one or more new general partners in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(bplace (b) No such approval of the ScheduleLimited Partners shall be taken until the Limited Partners shall have received a prior determination by a court of competent jurisdiction in an action for declaratory judgment or similar relief or an opinion of the Limited Partners’ legal counsel that neither the grant nor the exercise of the rights afforded by this provision will be deemed taking part in the control of the business, neither Party nor will result in the loss of any Limited Partner’s limited liability, nor will cause the Partnership to be treated as an association for federal income tax purposes. Any action taken or opinion sought hereunder shall be at the sole expense of the General Partner. (c) A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of Limited Partner may not Transfer its rights, obligations or interests under this Agreement or any Transaction Partnership Interest without the prior written consent of the other party; providedGeneral Partner, howeverwhich consent shall not be unreasonably withheld. (d) The General Partner may, that in its sole discretion, withhold its consent to the Transfer of a Limited Partner’s interest and may require, as a condition (which shall not be considered unreasonable under Section 8.02(c) hereof) to its consent under Section 7.02 hereof to the admission of such assignee as a substitute Limited Partner, the assignee to do the following: (i) Party A Provide an opinion of counsel, in form and substance satisfactory to counsel for the Partnership, that neither the offering nor the assignment of such Partnership Interest violates any provisions of federal or state securities laws, nor causes the loss of any exemption from federal or state securities law Which may make such be available, nor violates the Act, nor causes the Partnership to be taxed as a transfer of this Agreement pursuant to corporation rather than a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and partnership under the Code; (ii) Party A Execute a statement that it is acquiring such Partnership Interest for its own account for investment and not with a view to distribution thereof; (iii) Pay such reasonable expenses as may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B admission as a Limited Partner; (iv) Satisfy the Partnership that the Partnership Interest sought to be sold or exchanged, when added to the total of all other Partnership Interests sold or exchanged within the period of twelve (12) consecutive months prior thereto, will execute such documentation as is reasonably deemed necessary by Party A for not result in the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each termination of the Rating Agencies thatPartnership under IRC § 708; and (v) Furnish such additional representations, notwithstanding such transfer or assignmentwarranties, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liabilityagreements, or otherwise against Party A with respect toinstruments as the General Partner may reasonably determine in its sole discretion. (e) The General Partner, such obligations from and after the effective date of the transferin its sole discretion, may waive any condition on transfer set forth in Section 8.02(d).

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Class A Certificates and the Mezzanine Certificates (the "Offered Certificates Certificates") will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to amend, assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer or assign this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Master Agreement II in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) by either party shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended (1) Subject to read in its entirety as follows: Except as stated under Section 6(b)(iithe remaining paragraphs of this Part 5(f), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or party may transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided. (2) Subject to giving five Local Business Days prior written notification to the Security Trustee and Party B, however, that (i) Party A may make such a (at its own cost) transfer of this Agreement pursuant its rights and obligations with respect to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Personother entity (a "Transferee") if: (i) the Transferee is an entity who is a Fitch Eligible Counterparty; (ii) the Transferee is a ▇▇▇▇▇’▇ Eligible Replacement (subject to such ▇▇▇▇▇’▇ Eligible Replacement providing collateral to the extent that the Collateral Trigger Requirements apply immediately following such transfer); (iii) the Transferee contracts with Party B on terms that (x) have the same effect as the terms of this Agreement in respect of any obligations (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, includingare, without limitationin all material respects, another no less beneficial for Party B than the terms of this Agreement immediately before such transfer, which, for the avoidance of doubt, includes but is not limited to the terms relating to posting of collateral pursuant to the Credit Support Annex; (iv) unless such transfer is effected for the purpose of Section 6(b)(ii) or the Transferee contracts with Party B on terms that are identical to the terms of this Agreement (save for any amendments that are necessary to reflect, or are a natural consequence of, the fact that the Transferee is to be substituted for Party A’s offices), branches or affiliates Party B has determined that the condition in (any iii)(y) above is satisfied and communicated such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice determination to Party B A in writing; (v) if the Transferee is domiciled in a different jurisdiction from both Party A and Party B, notice is given to Fitch; (vi) (except where the Trustee; provided that, with respect Transferee is required to pay additional amounts pursuant to Section 2(d)(i) of this Agreement or the equivalent clause (ii), (Ain the replacement agreement as of the date of such transfer) as of the date of such transfer transfer, the Transferee will not be required to withhold or deduct on account not, as a result of a Tax from any payments under this Agreement unless the Transferee will such transfer, be required to make payments any withholding or deduction for or on account of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement any Tax in respect of such Tax payments made under this Agreement; (Bvii) as judged immediately prior to the proposed transfer, a Termination Event or Event of Default does will not occur under this Agreement as a direct result of such transfer; and (viii) no additional amount will be payable by Party B to either Party A or the Transferee on the next succeeding Scheduled Settlement Date as a result of such transfer; . (C3) such notice is accompanied by Following a written instrument pursuant transfer in accordance with Part 5(f)(2) above, all references to which Party A shall be deemed to be references to the Transferee acquires and assumes the rights and obligations Transferee shall be deemed to have made each of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary the representations made by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)this Agreement. (4) shall be Any determination made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A fromas to whether or not a transfer satisfies the condition in (2)(iii)(y) above, and an agreement by shall be carried out in a commercially reasonable manner. (5) Party B not may transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement, provided that such transfer is effected by or pursuant to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferTransaction Documents.

Transfer. Section 7 is hereby amended to read in its entirety as follows: : (i) Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another Person that is an office or branch of Party A’s offices, branches or affiliates A (any such Person, office, branch office or affiliatebranch, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(c) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee Transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto) and (iii) such Affiliate has executed an Item 1115 Agreement with the Depositor. (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer. Permitted Transfer, means a Transfer that occurs pursuant to Part 5(g).

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Supplemental Interest Trust Trustee on behalf of Party B but with prior written notice to S&P and Party B, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to the Ratings Condition (with respect to S&P only), of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer, and (E) satisfaction of the Ratings Condition (with respect to S&P only) will be required unless such transfer is in connection with the assignment and assumption of this Agreement by the Transferee without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; providedPROVIDED, howeverHOWEVER, that (i) Party A may make such a transfer or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer or assign this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates 's Affiliates (any such Person, office, branch or affiliateAffiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided PROVIDED that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; , for the benefit of Party B and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer transfers under Section 7 or assignment made pursuant to Section 6(b)(ii)otherwise) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Class A-2A Certificates will not be reduced reduced, qualified or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the rights and obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such rights and obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such rights and obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, to such rights and obligations arising from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer or assign this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer (including, but not limited to transfers under Section 7 or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)otherwise) shall be made unless the transferring party obtains a prior written acknowledgment confirmation from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read (A) Any Transfer or Encumbrance of an interest in its entirety as follows: Except as stated under Section 6(b)(ii), a Contract and the corresponding Joint Operating Agreement must also include a Transfer or Encumbrance of the corresponding rights and obligations in this Section 7Agreement and all Associated Agreements in which the transferor holds an interest. Likewise, and Part 5(b) any Transfer or Encumbrance of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or an interest in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent Associated Agreement must include a Transfer or Encumbrance of the other party; provided, however, that (i) Party A may make such a transfer of corresponding rights and obligations in this Agreement pursuant and all Associated Agreements, one or both of the Contracts, as applicable, and the Joint Operating Agreement or Joint Operating Agreements corresponding to such Contract or Contracts. (B) A transferee shall have no rights in this Agreement (except any notice and cure rights or similar rights that may be provided to a consolidation or amalgamation with, or merger with or into, or transfer of substantially Lien Holder by separate instrument signed by all of its assets to, another entity, or Parties) unless and until: (1) It expressly undertakes in an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement instrument reasonably satisfactory to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice the other Parties to Party B and perform the Trustee; provided that, with respect to clause (ii), (A) as obligations of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments transferor under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of the Project Interest being transferred, whenever accruing, and obtains and furnishes to the other Parties a copy of any necessary Government approval for the Transfer or Encumbrance and furnishes any guarantees required by the Government or the applicable Contract on or before the applicable deadlines, and (2) Except in the case of a Transfer to an Affiliate and Transfers among Parties as provided for in Article 10 or Article 15, each Party has consented in writing to such Tax (B) a Termination Event or Event Transfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of Default does not occur each Party its financial capability to perform its payment obligations under this Agreement as including the satisfaction of its obligations with respect to Decommissioning pursuant to Article 12. No consent shall be required under this Article 14.2(B)(2) for a result Transfer to an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the other Parties to remain liable for its Affiliate’s performance of such transfer; its obligations. (C) To the extent a transferee has satisfied the requirements set out in Article 14.2(B), the transferor shall be released from any and all of its obligations hereunder in relation to such transferred interest; provided that, notwithstanding the Transfer, the transferor shall remain liable to the other Parties for any obligations, financial or otherwise, in relation to such transferred interest which have vested, matured or accrued under the provisions of this Agreement prior to the date of such Transfer. (D) Nothing contained in this Article 14 shall prevent a Party from Encumbering all or any undivided share of its Project Interest to a Third Party (a “Lien Holder”) for the purpose of security relating to finance, provided that: (1) Such Party shall remain liable for all obligations relating to such interest; (2) The Encumbrance shall be subject to any necessary approval of the Government and be expressly subordinated to the rights of the other Parties under this Agreement; and (3) Such Party shall ensure that any Encumbrance shall be expressed to be without prejudice to the provisions of this Agreement. (E) Each Party represents that neither it, nor any holder of equity interests in it or its direct or indirect parent companies or any right to any revenues or dividends or other distributions of such Party or its direct or indirect parent companies is or shall while it is a Party to this Agreement be a Prohibited Assignee, or a Person appearing on any list of Proscribed Persons, except as a consequence of purchase by such Prohibited Assignee or Proscribed Person of publicly-traded securities. From and after the Effective Date, should a Transfer or Encumbrance of (1) equity interests in a Party or its direct or indirect parent companies or any right to any revenues or dividends or other distributions of such Party or its direct or indirect parent companies or (2) any interest by such Party in any Project Interest Agreement or any right to revenues or other distributions under any Project Interest Agreement occur which would breach this Article, such Party shall promptly provide notice is accompanied to all other Parties and shall have thirty (30) Days in which to Transfer or Encumber its interest to a Person not in violation of the restrictions in this Article, failing which the other Parties shall have the remedies described in Article 10.8 as if such Party were a Defaulting Party. (F) No Party shall Transfer or Encumber an interest in a segregated portion of the Unit Interval or Unit Area, or in any portion of a Contract Area. A Transfer or Encumbrance by a written instrument pursuant to which Party must be in respect of all or an undivided percentage of its Unit Interest share together with the Transferee acquires and assumes the corresponding rights and obligations of Party A so transferred; in this Agreement and (D) Party A will be responsible for any costs all Associated Agreements, one or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each both of the Rating Agencies thatContracts, notwithstanding as applicable, and the Joint Operating Agreement or Joint Operating Agreements corresponding to such transfer Contract or assignmentContracts. For the avoidance of doubt, a Party with interests in both Contracts may Transfer or Encumber its interests in one Contract and the then-current ratings of corresponding interests in such Contract’s Joint Operating Agreement, this Agreement and the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise Associated Agreements, and maintain its interests in the documentation evidencing a transferother Contract and the corresponding interests in such other Contract’s Joint Operating Agreement, a transfer of all this Agreement and the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAssociated Agreements.

Transfer. Subject to Section 7 is hereby amended to read in its entirety as follows: Except as stated under 7.1(b) and (c) below and Section 6(b)(ii), in this Section 7, and Part 5(b) 2.6 of the ScheduleApplicable Mortgage, neither Party A nor Party B is permitted to assignany Lender may, novate at any time, Transfer or transfer (whether by way of security grant participations in all or otherwise) as a whole or in part any portion of its rightsCommitment, obligations Equipment Notes or interests under this Agreement all or any Transaction without the prior written consent portion of the other partyits interest in or represented by its Commitment or Equipment Notes to a Transferee; provided, howeverthat any participant in any such participation shall not have any direct rights under the Applicable Operative Agreements or any Lien on all or any part of the Applicable Aircraft or the Collateral (as defined in the Applicable Mortgage) except that each participant shall be entitled to the benefits of Sections 4.4, that (i) Party A may make such 9.3 and 11.15 to the same extent as if it were a transfer of this Agreement Lender and had acquired its interest by Transfer pursuant to a consolidation this Section 7.1; further provided, no such Transfer or amalgamation with, participation shall diminish Borrower’s rights or merger with increase Borrower’s liability or into, obligations or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and the amounts thereof (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, including with respect to clause withholding Taxes) above (ii)x) in the case of a Transfer, that which would result had any such Transfer not occurred (A) as of except to the extent resulting from a change in Law after the date of such transfer Transfer) or (y) in the Transferee will not be required to withhold or deduct on account case of a Tax from any payments under this Agreement unless participation, that which would have resulted had the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement relevant Lender retained the interest in respect the Commitment or the Equipment Notes that is the subject of such Tax (B) participation. In the case of any Transfer, the Transferee, by execution and delivery of a Termination Event or Event of Default does not occur under this Transfer Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transferTransfer, shall be bound, to the extent provided therein, by all of the covenants of the transferring Lender in the Applicable Operative Agreements. Party B will execute In connection with any Transfer or participation, Article 8 shall continue to apply with respect to any confidential and proprietary information of Borrower and, prior to disclosing such documentation information to a Transferee or participant or potential Transferee or participant, Lender shall obtain the agreements of Transferee(s) and such other Persons as is reasonably deemed necessary contemplated by Party A for the effectuation clause (b) of any such transferArticle 8. Notwithstanding any provisions of the foregoingOperative Agreements to the contrary, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) Lender shall be made entitled to Transfer or grant participations to any Person in all or any portion of its Commitment, Equipment Notes or all or any portion of its beneficial interest in its Commitment or Equipment Notes as it relates to an Aircraft, unless the transferring party obtains such Transfer or participation is in respect of a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer Commitment amount or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A unpaid Original Amount with respect to such obligations Aircraft that is greater than or equal to Five Million Dollars (and any related interests so transferredUS$5,000,000), and a release and discharge by Party B of Party A fromor if less, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date outstanding Original Amount of the transferApplicable Equipment Notes or the outstanding amount of such Lender’s Commitment, as the case may be.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment confirmation from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Class A Certificates and the Mezzanine Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(f)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; provided, however, Party B except that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to another entity. (ii) Subject to Part 5(o) below, Party A may (at its own cost and using commercially reasonable efforts) transfer all or substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided thatthat (A) Party B shall determine in its sole discretion, with respect using commercially reasonable efforts, whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(f)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(o) below, however, that (i) Party A may make such a (at its own cost and using commercially reasonable efforts) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided thatthat (A) Party B shall determine in its sole discretion, with respect acting in a commercially reasonable manner, whether or not a transfer relates to clause (ii)all or substantially all of Party A’s rights and obligations under this Agreement, (AB) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax, (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; transfer and (D) Party A will be responsible for any costs or expenses incurred in connection with receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or Counterparty may transfer (whether by way of security or otherwise) as a whole or in part any of its rights, rights or delegate its obligations or interests under this Agreement or any Transaction without with the prior written consent of MLI. MLI may assign and delegate its rights and obligations under any Transaction (the other party“Transferred Obligations”) to any subsidiary of ML & Co. (the “Assignee”) by notice specifying the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Assignee of the Transferred Obligations; provided, however, provided that (i) Party A may make such the obligations of the Assignee shall be guaranteed by a transfer guarantee of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. in the form attached as Exhibit B; (ii) Party A may transfer this Counterparty will not, as a result of such transfer, be required to pay to the Assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement to any Person, including, without limitation, another (except in respect of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the Trustee; provided that, with respect to clause (iiinterest under Section 2(e), (A6(d)(ii), or 6(e)) as greater than the amount in respect of which Counterparty would have been required to pay to MLI in the date absence of such transfer the Transferee transfer; (iii) Such assignment or delegation will not result in any adverse regulatory consequences to Counterparty; and (iv) the Assignee will not, as a result of such transfer, be required to withhold or deduct on account of a Tax from any payments under this Section 2(d)(i) of the Agreement (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which MLI would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Agreement in respect of corresponding to such Tax excess. On the Effective Date, (Ba) a Termination Event or Event of Default does MLI shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) if MLI has not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires assigned and assumes the delegated its rights and obligations of Party A so transferred; under the Agreement and (D) Party A will all Transactions thereunder, the Transferred Obligations shall cease to be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for a Transaction under the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) Agreement and shall be made unless deemed to be a Transaction under the transferring party obtains master agreement, if any, between Assignee and Counterparty, provided that, if at such time Assignee and Counterparty have not entered into a written acknowledgment from each master agreement, Assignee and Counterparty shall be deemed to have entered into an ISDA form of Master Agreement (Multicurrency-Cross Border) and Schedule substantially in the form of the Rating Agencies that, notwithstanding such transfer or assignment, Agreement but amended to reflect the then-current ratings name of the Offered Certificates will not Assignee and the address for notices and any amended representations under Part 2 of the Agreement as may be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer notice of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment confirmation from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Class A Certificates, the Mezzanine Certificates and the Class B Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this provided that to the extent Party A makes a transfer pursuant to Section 7, and Part 5(b6(b)(ii) it will provide a prior written notice to the Rating Agencies of the Schedulesuch transfer, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on o n at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring transfer ring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to any transfer that is made pursuant to the provisions of Part 5(b) of this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in S ection (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 is hereby amended of this Agreement shall not apply to read in its entirety as follows: Except as stated under Party A and, subject to Section 6(b)(ii), in this ) (provided that to the extent Party A makes a transfer pursuant to Section 7, 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(b5(f)(ii) of the Schedulebelow, neither Party A nor Party B is permitted to assign, novate or may not transfer (whether by way of security or otherwise) as a whole any interest or obligation in part any of its rights, obligations or interests under this Agreement or any Transaction without first satisfying the Rating Agency Condition and without the prior written consent of the other party; providedParty B. (ii) Subject to Part 5(o) below, however, that (i) Party A may make such a (at its own cost) transfer of this Agreement pursuant to a consolidation all or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, rights and (ii) Party A may transfer obligations with respect to this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates other entity (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B and the TrusteeB; provided that, with respect to clause (ii), that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement; (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (BC) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with satisfies the Rating Agency Condition. Following such transfer. , all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B will execute such documentation as is reasonably deemed necessary shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by Party A for the effectuation of any it to effect such transfer. Notwithstanding the foregoing, no such transfer or assignment . (including a transfer or assignment made pursuant to Section 6(b)(ii)iv) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under (a) Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant shall apply, provided that the words "or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party" is deleted. (b) Section 7 of this Agreement shall not apply to a consolidation or amalgamation Party A, who shall be required to comply with, or merger with or intoand shall be bound by, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (iithe following: Without prejudice to Section 6(b)(ii) Party A may transfer all its interest and obligations in and under this Agreement to any Personother entity (a "Transferee"), including, without limitation, another of Party A’s offices, branches or affiliates provided that: (any such Person, office, branch or affiliate, a “Transferee”i) on at least it has given five Local Business Days’ ' prior written notice to Party B and the Trustee; provided that, with respect to clause B; (ii)) the Transferee's long-term, unsecured and unsubordinated debt obligations are then rated not less than "A+" by Fitch and its short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-l+" by S&P and "Fl" by Fitch or such Transferee's obligations under this Agreement are guaranteed by an entity whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-l+" by S&P and "Fl" by Fitch; (Aiii) as of the date of such transfer the Transferee will not not, as a result of such transfer, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Agreement; (Biv) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; ; (Cv) such notice is accompanied no additional amount will be payable by a written instrument pursuant Party B to which Party A or the Transferee acquires and assumes on the rights and obligations next succeeding Interest Payment Date as a result of such transfer; and (vi) (if the Transferee is domiciled in a different country from both Party A so transferred; and (DParty B) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for S&P and Fitch have provided prior written notification that the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-then current ratings of the Offered Certificates Notes will not be reduced or withdrawn. Except as specified otherwise in adversely affected; (vii) the documentation evidencing Transferee is an Eligible Replacement; and (viii) if an entity has made a transfer, Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer of to be made in accordance with (vii) above, Party B shall (at Party A's cost) at Party A's written request, take any reasonable steps required to be taken by it to effect such transfer. Following such transfer all the obligations of references to Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by shall be deemed to be references to the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended Notwithstanding anything to read the contrary herein or in its entirety as follows: Except as stated under Section 6(b)(ii)the Agreement, in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate JPM may assign or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations rights or interests under this Agreement or delegate any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement duties hereunder to any Person, including, without limitation, another Affiliate of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B JPM whose obligations hereunder and under the TrusteeAgreement are fully and unconditionally guaranteed by JPM; provided that, with respect to clause (ii), that (A) as of the date of such transfer the Transferee Counterparty will not neither (x) be required to withhold or deduct on account of pay, nor is there a Tax from any payments under this Agreement unless the Transferee will material likelihood that it would be required to make payments pay, an additional amount in respect of additional amounts pursuant to an Indemnifiable Tax under Section 2(d)(i)(4) of this Agreement the Agreement, nor (y) receive a payment, nor is there a material likelihood that it would receive a payment, from which an amount has been deducted or withheld for or on account of any Tax in respect of such Tax (B) a Termination Event or Event of Default does which the other party is not occur under this Agreement required to pay an additional amount, in either case as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, (B) such transferee is a “dealer” within the thenmeaning of section 1.1001-current ratings 4(b)(1) of the Offered Certificates will not be reduced U.S. Treasury Regulations and (C) no Event of Default or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer Potential Event of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations Default shall (and any related interests so transferredx) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A have occurred with respect to JPM or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPM to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, JPM may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPM’s obligations (in respect of this Transaction and any related interests so transferred)such designee may assume such obligations; provided that Counterparty will neither (x) be required to pay, and nor is there a release and discharge by Party B material likelihood that it would be required to pay, an additional amount in respect of Party A froman Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement, and an agreement by Party B not to make any claim for nor (y) receive a payment, liabilitynor is there a material likelihood that it would receive a payment, from which an amount has been deducted or otherwise against Party A withheld for or on account of any Tax in respect of which JPM or such designee is not required to pay an additional amount, in either case as a result of such designation. JPM shall be discharged of its obligations to Counterparty to the extent of any such performance in accordance with respect to, such obligations from and after the effective date of the transferpreceding sentence.

Transfer. Section 7 is hereby amended (A) Except in the case of a Party transferring all of its Participating Interest, no Transfer shall be made by any Party which results in the transferor or the transferee holding a Participating Interest of less than ten percent (10%) or any interest other than a Participating Interest in this Agreement. (B) Subject to read in the terms of Articles 4.9 and 4.10, the Party serving as Operator shall remain Operator following Transfer of a portion of its entirety Participating Interest. In the event of a Transfer of all of its Participating Interest, except to an Affiliate, the Party serving as follows: Except Operator shall be deemed to have resigned as stated Operator, effective on the date the Transfer becomes effective under Section 6(b)(ii)this Article 9, in this Section 7which event a successor Operator shall be appointed in accordance with Article 4.11. If Operator transfers all of its Participating Interest to an Affiliate, and Part 5(bthat Affiliate shall automatically become the successor Operator, provided that the transferring Operator shall remain liable for its Affiliate’s performance of its obligations. (C) Both the transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s Participating Interest share of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer any obligations (whether by way of security financial or otherwise) as a whole which have vested, matured or in part any of its rights, obligations or interests accrued under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer provisions of this Agreement pursuant prior to such Transfer. Such obligations, shall include any proposed expenditure approved by the Operating Committee prior to the transferring Party notifying the other Parties of its proposed Transfer. (D) A transferee shall have no rights in this Agreement (except any notice and cure rights or similar rights that may be provided to a consolidation or amalgamation with, or merger with or into, or transfer of substantially Lien Holder (as defined in Article 9.2(E)) by separate instrument signed by all of its assets to, another entity, or Parties) unless and until: (1) it expressly undertakes in an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement instrument reasonably satisfactory to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice the other Parties to Party B and perform the Trustee; provided that, with respect to clause (ii), (A) as obligations of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments transferor under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of the Participating Interest being transferred and obtains any necessary Government approval for the Transfer and furnishes any guarantees required by the Government on or before the applicable deadlines; and (2) except in the case of a Transfer to an Affiliate, each Party has consented in writing to such Tax (B) a Termination Event or Event Transfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of Default does not occur each Party its financial capability to perform its payment obligations under this Agreement as Agreement. No consent shall be required under this Article 9.2(D)(2) for a result Transfer to an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the other Parties to remain liable for its Affiliate’s performance of such transfer; its obligations. (CE) Nothing contained in this Article 9 shall prevent a Party from Encumbering all or any undivided share of its Participating Interest to a third party (a “Lien Holder”) for the purpose of security relating to finance, provided that: (1) such Party shall remain liable for all obligations relating to such interest; (2) the Encumbrance shall be subject to any necessary approval of the Government and be expressly subordinated to the rights of the other Parties under this Agreement; (3) such Party shall ensure that any Encumbrance shall be expressed to be without prejudice to the provisions of this Agreement; and (F) Any Transfer of all or a portion of a Party’s Participating Interest, other than a Transfer to an Affiliate or the granting of an Encumbrance as provided in Article 9.2(E), shall be subject to the following procedure. (1) Once the final terms and conditions of a Transfer have been fully negotiated, the transferor shall disclose all such final terms and conditions as are relevant to the acquisition of the Participating Interest (and, if applicable, the determination of the Cash Value of the Participating Interest) in a notice is to the other Parties, which notice shall be accompanied by a written instrument pursuant copy of all instruments or relevant portions of instruments establishing such terms and conditions. Each other Party shall have the right to which acquire the Transferee acquires Participating Interest subject to the proposed Transfer from the transferor on the terms and assumes conditions described in Article 9.2(F)(3) if, within thirty (30) Days of the rights transferor’s notice, such Party delivers to all other Parties a counter-notification that it accepts such terms and obligations conditions without reservations or conditions (subject to Articles 12.2(F)(3) and 12.2(F)(4), where applicable). If no Party delivers such counter-notification, the Transfer to the proposed transferee may be made, subject to the other provisions of Party A so transferred; this Article 9, under terms and (D) Party A will be responsible for any costs or expenses incurred conditions no more favorable to the transferee than those set forth in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding notice to the foregoingParties, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) provided that the Transfer shall be made unless concluded within one hundred eighty (180) Days from the transferring party obtains a written acknowledgment from each date of the Rating Agencies thatnotice plus such additional period as may be required to secure governmental approvals. No Party shall have a right under this Article 9.2(F) to acquire any asset other than a Participating Interest, notwithstanding nor may any Party be required to acquire any asset other than a Participating Interest, regardless of whether other properties are included in the Transfer. (2) If more than one Party counter-notifies that it intends to acquire the Participating Interest subject to the proposed Transfer, then each such transfer or assignment, the then-current ratings Party shall acquire a proportion of the Offered Certificates will not Participating Interest to be reduced or withdrawn. Except as specified otherwise in transferred equal to the documentation evidencing a transfer, a transfer ratio of its own Participating Interest to the total Participating Interests of all the obligations counter-notifying Parties, unless the counter-notifying Parties otherwise agree. (3) In the event of a Cash Transfer that does not involve other properties as part of a wider transaction, each other Party A made shall have a right to acquire the Participating Interest subject to the proposed Transfer on the same final terms and conditions as were negotiated with the proposed transferee. In the event of a Transfer that is not a Cash Transfer or involves other properties included in compliance a wider transaction (package deal), the transferor shall include in its notification to the other Parties a statement of the Cash Value of the Participating Interest subject to the proposed Transfer, and each other Party shall have a right to acquire such Participating Interest on the same final terms and conditions as were negotiated with this Section 7 will constitute the proposed transferee except that it shall pay the Cash Value in immediately available funds at the closing of the Transfer in lieu of the consideration payable in the third party offer, and the terms and conditions of the applicable instruments shall be modified as necessary to reflect the acquisition of a Participating Interest for cash. In the case of a package sale, no Party may acquire the Participating Interest subject to the proposed package sale unless and until the completion of the wider transaction (as modified by the exclusion of properties subject to preemptive rights or excluded for other reasons) with the package sale transferee. If for any reason the package sale terminates without completion, the other Parties’ rights to acquire the Participating Interest subject to the proposed package sale shall also terminate. (4) For purposes of Article 9.2(F)(3), the Cash Value proposed by the transferor in its notice shall be conclusively deemed correct unless any Party (each a “Disagreeing Party”) gives notice to the transferor with a copy to the other Parties within ten (10) Days of receipt of the transferor’s notice stating that it does not agree with the transferor’s statement of the Cash Value, stating the Cash Value it believes is correct, and providing any supporting information that it believes is helpful. In such event, the transferor and the Disagreeing Parties shall have fifteen (15) Days in which to attempt to negotiate an acceptance and assumption agreement on the applicable Cash Value. If no agreement has been reached by the end of such obligations fifteen (and 15) Day period, either the transferor or any related interests so transferred) (including Disagreeing Party shall be entitled to refer the matter to an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee independent expert as provided in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.Article 16.3

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of the Schedule, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any PersonPerson that is an office, including, without limitation, another branch or affiliate of Party A’s offices, branches or affiliates A (any such Person, office, branch or affiliate, a “Transferee”) on at least five Business Days’ prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies S&P that, notwithstanding such transfer or assignmenttransfer, the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided that to the extent Party A makes a mutatis mutandis transfer pursuant to Section 6(b)(ii), the foregoing requirement regarding written acknowledgement shall not apply and Party A will only be required to provide a prior written notice to S&P of such transfer. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b5(i) of the Schedule, and except for the assignment by way of security in favor of Party B under the Pooling and Servicing Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement or any Transaction without the prior written consent of the other party; , provided, however, that (i) Party A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s 's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") on at least five Business Days’ ' prior written notice to Party B and the TrusteeB; provided that, with respect to clause (ii), (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.