Common use of Assignment; Transfer Restrictions Clause in Contracts

Assignment; Transfer Restrictions. (a) Each Consenting Lender agrees, severally with respect to itself and not jointly, until the earlier of the date that this Agreement is validly terminated in accordance with its terms and the date that the closing of the Transaction occurs, not to, directly or indirectly, sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) any Claim against the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder in accordance with Subsection 9.1(c), and (ii) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person shall be deemed to be a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth therein. (b) Any Transfer of any Claim that does not comply with the procedures set forth in Subsection 9.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive or acquire a portion of the Claims pursuant to a Transfer of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, to be bound by all of the terms of this Agreement and, as applicable, the other Definitive Documentation (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement and, as applicable, the other Definitive Documentation. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, any such Claims shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), a

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not toto Transfer any of its Claims, directly or indirectlyconvey, sellgrant, assign, transfer, hypothecate issue or otherwise dispose sell any option or right to acquire any of (including by participation) (a “Transfer”) its Claims or voting rights related thereto or any other interest in any Claim against the Company or any interest therein or voting rights in respect thereof unless Dex Parties, except to (i) (A) the transferee, assignee or equivalent a party that is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder in accordance with Subsection 9.1(c), and (ii) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person shall be deemed to be a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth therein. (b) Any Transfer of any Claim that does not comply with the procedures set forth in Subsection 9.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive or acquire a portion of the Claims pursuant to a Transfer of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, to be bound by all of the terms of this Agreement and, as applicable, the other Definitive Documentation (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement and, as applicable, the other Definitive Documentation. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, that any such Claims shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any rightSupport Agreement; provided further, title, or interest in its Claims to that an entity or Person that is acting in its capacity as purchases a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes interest from a Consenting Lender (by executing pursuant to Section 9.04(c) of the Credit Agreements) shall not be required to execute and delivering the deliver a Lender Joinder in accordance with Subsection 9.1(c)); and (ii) Joinder. As a condition to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer effectiveness of any Claim such Transfer, each Joining Lender Party shall indicate, on the signature page to the Qualified Marketmaker in accordance with the foregoingits Lender Joinder, the date amount of Loans held by such proposed Transfer is within three (3) business days of the voting deadline with Joining Lender Party. With respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer effectuated in accordance with this Section 9.1(f8.1(a), asuch Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreements) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under any of the Credit Agreements (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under any of the Credit Agreements, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not toto Transfer any of its Claims, directly or indirectlyconvey, sellgrant, assign, transfer, hypothecate issue or otherwise dispose sell any option or right to acquire any of (including by participation) (a “Transfer”) its Claims or voting rights related thereto or any other interest in any Claim against the Company or any interest therein or voting rights in respect thereof unless SuperMedia Parties, except to (i) (A) the transferee, assignee or equivalent a party that is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder in accordance with Subsection 9.1(c), and (ii) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person shall be deemed to be a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth therein. (b) Any Transfer of any Claim that does not comply with the procedures set forth in Subsection 9.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive or acquire a portion of the Claims pursuant to a Transfer of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, to be bound by all of the terms of this Agreement and, as applicable, the other Definitive Documentation (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement and, as applicable, the other Definitive Documentation. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, that any such Claims shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any rightSupport Agreement; provided further, title, or interest in its Claims to that an entity or Person that is acting in its capacity as purchases a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes interest from a Consenting Lender (by executing pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and delivering the deliver a Lender Joinder in accordance with Subsection 9.1(c)); and (ii) Joinder. As a condition to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer effectiveness of any Claim such Transfer, each Joining Lender Party shall indicate, on the signature page to the Qualified Marketmaker in accordance with the foregoingits Lender Joinder, the date amount of Loans held by such proposed Transfer is within three (3) business days of the voting deadline with Joining Lender Party. With respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer effectuated in accordance with this Section 9.1(f8.1(a), asuch Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Plan Support Party hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) any Claim against the Company Equity or any interest therein or voting rights in respect thereof unless (i) (A) the transfereeNotes unless, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfertransaction, the transferee thereof shall have executed executes and delivered delivers a Lender Joinder (as defined in accordance with Subsection 9.1(c), and Section 8.1(c) hereof) to the Company at least two (ii2) Business Days prior to the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreementrelevant transfer. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender Noteholder or Consenting Equity Holder, as applicable, for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereinSupport Agreement. (b) Any Transfer sale, assignment, transfer, hypothecation or other disposition of any Claim Note or share of Equity that either (i) does not comply with the procedures set forth in Subsection 9.1(asubsection 8.1(a) hereof; or (ii) acts to delay or otherwise materially effects the regulatory approvals required for the consummation of this Agreement the Restructuring, shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire a portion of the Claims acquires Notes or Equity pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition of such Claims Notes or Equity by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, Plan Support Party hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H C hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting LenderNoteholder” or “Consenting Equity Holder,” as applicable, and a Party for all purposes under this Agreement and, as applicable, the other Definitive DocumentationSupport Agreement. (d) With respect to the Claims Notes or Equity held by the any Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, hypothecation or other disposition of such Notes or Equity, the Joining Lender Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a the Consenting Lender Noteholders or Consenting Equity Holders, as applicable, set forth in Section 6 5 of this Support Agreement to the Company. (e) Subject to Subsection 9.1(a), this This Support Agreement shall in no way be construed to preclude any Consenting Lender Plan Support Party from acquiring additional ClaimsNotes, Equity, or any other claim against or interest in the Company; provided that, that any such Claims Notes, Equity or claim against or interest in the Company, shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive DocumentationSupport Agreement. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), a

Assignment; Transfer Restrictions. (a) Each Consenting Lender Participating Creditor hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not toto Transfer any of its Claims, directly or indirectlyconvey, sellgrant, assign, transfer, hypothecate issue or otherwise dispose sell any option or right to acquire any of (including by participation) (a “Transfer”) its Claims or voting rights related thereto or any other interest in any Claim against the Company or any interest therein or voting rights in respect thereof unless GateHouse Parties, except to (i) (A) the transferee, assignee or equivalent is a Consenting Lender party that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, Participating Creditor or (B) as a condition precedent to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder in accordance with Subsection 9.1(c), and (ii) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person shall be deemed to be a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth therein. (b) Any Transfer of any Claim that does not comply with the procedures set forth in Subsection 9.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive or acquire a portion of the Claims pursuant to a Transfer of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, to be bound by all of the terms of this Agreement and, as applicable, the other Definitive Documentation (a “Joining Lender Creditor Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement and, as applicable, the other Definitive Documentation. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement. As a condition to the effectiveness of any such Transfer, each Joining Creditor Party shall indicate, on the signature page to its Creditor Joinder, the amount of Claims held by such Joining Creditor Party. With respect to any Transfer effectuated in accordance with this Section 7.1(a), such Joining Creditor Party shall be deemed to be a Participating Creditor for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.6(b) of the Credit Agreement) by a Participating Creditor of all or a portion of such Participating Creditor’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Participating Creditor) shall not relieve such Participating Creditor from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the other Definitive DocumentationParticipating Creditor hereunder), to which such Participating Creditor shall remain bound subject to the terms hereof. (fb) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 7.1(a) shall be deemed void ab initio. (c) This Support Agreement shall not preclude any Participating Creditor from acquiring additional Claims; provided that any such Claims shall automatically be deemed to be “Claims” of such Participating Creditor subject to the terms of this Support Agreement. (d) Notwithstanding Section 9.1(a): anything herein to the contrary, (i1) a Consenting Lender Participating Creditor may Transfer or participate any right, title, title or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker (a “Transfer to a QMM”) without the requirement that the Qualified Marketmaker be or become a Consenting Lender Participating Creditor, provided that such Transfer to a QMM shall only be valid if such the Qualified Marketmaker has purchased subsequently Transfers or participates such right, title or interest in the Claims with to a view transferee who is a Participating Creditor (or becomes a Participating Creditor at the time of the Transfer or participation pursuant to immediate resale of such Claims a Creditor Joinder) either (by purchase, sale, assignment, transfer, participation or otherwisei) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any the voting deadline with respect to record date for the Plan (solely the “Voting Record Date”) if such Qualified Marketmaker acquires such Claims the Transfer to a QMM is made prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is the Voting Record Date or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) after the Voting Record Date if the Transfer to a QMM is made after the extent that Voting Record Date, and (2) if a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting LenderParticipating Creditor, acting solely in its capacity as a Qualified Marketmaker, acquires a right, title or interest in Claims from a holder of such Claims who is not a Consenting Lender Participating Creditor, it may Transfer or participate such Claims without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), aParticipating Creditor.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Noteholder hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) of, or grant, issue or sell any option, right to acquire, voting, participation or other interest in any Claim against the Company or any interest therein or voting rights in respect thereof unless Parties, except to a party that (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), Noteholder; provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and (to the extent they are Claims against Pulitzer or its subsidiaries) shall automatically be deemed to be, be subject to the terms of this Agreement and, as applicable, the other Definitive DocumentationSupport Agreement, or (Bii) as a condition precedent to the effectiveness of extent they are Claims against Pulitzer or its subsidiaries, executes and delivers a Noteholder Joinder (as defined in Section 7.1(c) hereof) to the Company Parties at least five Business Days prior to the relevant transfer. With respect to any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder transfers effectuated in accordance with Subsection 9.1(c), and clause (ii) the consummation of above, (x) such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender Noteholder for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereofSupport Agreement, and (y) the transferor Consenting Lender Company shall be deemed to, automatically as of the consummation of to have acknowledged such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereintransfer. (b) Any Transfer sale, transfer or assignment of any Claim that does not comply with the procedures set forth in Subsection 9.1(asubsection 7.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire acquires a portion of the Claims pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, Noteholder hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Noteholder Party”) by duly executing and delivering to counsel for the Company and each other Party Parties a joinder in the form of Exhibit H D hereto (the “Lender Noteholder Joinder”). The Joining Lender Noteholder Party shall thereafter be deemed to be a “Consenting LenderNoteholder” and a Party for all purposes under this Agreement andSupport Agreement. Each Joining Noteholder Party shall indicate, as applicableon the appropriate schedule annexed to its Noteholder Joinder, the other Definitive Documentationnumber and amount of Claims held by such Consenting Noteholder. (d) With respect to the Claims held by the Joining Lender Noteholder Party upon consummation of any Transferthe sale, assignment, transfer, hypothecation or other disposition of such Claims, the Joining Lender Noteholder Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a the Consenting Lender Noteholders set forth in Section 6 4 of this Support Agreement to the CompanyCompany Parties. (e) Subject Notwithstanding the foregoing provisions of this Section 7.1, any Consenting Noteholder may, at any time and without notice to Subsection 9.1(a)or consent from any other party, this pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and repayment of principal) under the Note Agreement in order to secure obligations of such Consenting Noteholder to a Federal Reserve Bank; provided that no such pledge or grant of a security interest shall release such Consenting Noteholder from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Noteholder as a party hereto. (f) This Support Agreement shall in no way be construed to preclude any Consenting Lender Noteholder from acquiring additional Claimsclaims against the Company Parties; provided that, that any such Claims claims shall automatically be deemed to be “Claims” subject to the terms of this Agreement and the other Definitive DocumentationSupport Agreement. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), a

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not to, directly or indirectly, sell, assign, transfer, hypothecate pledge, hypothecate, grant an option on, or otherwise dispose of (including by participation) (a “Transfer”) any Claim against the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement andhereof, including as applicable, the other Definitive Documentationset forth in Exhibit E, or (B) as a condition precedent power to the effectiveness of vote any such TransferClaim, unless the transferee thereof shall have executed executes and delivered delivers a Lender Joinder (as defined in accordance with Subsection 9.1(c), and subsection 7.1(c) below) to the Administrative Agent at least two (ii2) business days prior to the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreementrelevant transfer. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender for purposes of this Agreement and Support Agreement. The Company shall acknowledge such transfer in writing within two (2) business days of their having received notice of such transfer (with the other applicable Definitive Documentation and shall be bound by all amount of the terms hereof Claim transferred to the Joining Lender Party having been redacted from any such transfer notice) and thereofprovide a copy of such acknowledgement to the Administrative Agent. By providing such writing, and the transferor Consenting Lender Company shall be deemed to, automatically as of the consummation of to have acknowledged their obligations to such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereintransferee. (b) Any Transfer sale, transfer or assignment of any Claim Claim, or power to vote a Claim, that does not comply with the procedures set forth in Subsection 9.1(asubsection 7.1(a) of this Agreement above shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire acquires a portion of the Claims pursuant to a Transfer sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H F annexed hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party party for all purposes under this Agreement and, as applicable, the other Definitive DocumentationSupport Agreement. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims, the Joining Lender Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a the Consenting Lender Lenders set forth in Section 4 and the acknowledgment in Section 6 to each of the other Parties to this Support Agreement to as of the Companydate such Lender Joinder is executed. (e) Subject to Subsection 9.1(a), this This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, that any such additional Claims shall automatically be deemed to be subject to the terms of this Support Agreement and upon the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale Lender’s acquisition of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such additional Claims. Notwithstanding the foregoingforegoing provisions of this Section 7.1, any Consenting Lender may, at any time and without notice to or consent from any other party, pledge or grant a security interest in all or any portion of its rights (wincluding, without limitation, rights to payment of interest and repayment of principal) if at under the time Credit Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided that no such pledge or grant of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of security interest shall release such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, from any of its obligations hereunder or substitute any such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer pledgee or (x) if, after grantee for such Consenting Lender as a Transfer in accordance with this Section 9.1(f), aparty hereto.

Assignment; Transfer Restrictions. (ai) Each Consenting Lender Noteholder hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Note Claims to any third party that is not a Consenting Noteholder and (a “Transfer”ii) Leucadia and the Group Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect, not to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Claim against the Company or Leucadia Holdings to any interest therein or voting rights in respect thereof unless (i) (A) the transfereethird party unless, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfertransaction, the transferee thereof shall have executed executes and delivered delivers a Lender Joinder joinder in accordance the form of Exhibit D hereto (the “Joinder”) to the Company Parties and legal counsel to the Consenting Noteholders and Leucadia prior to or contemporaneously with Subsection 9.1(c), and the execution of an agreement (iior trade confirmation) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation respect of the Transaction in any material respectrelevant transfer. Upon execution of a Joinder, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender Noteholder or Group Lender, as applicable, for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereofSupport Agreement, and the transferor Consenting Lender shall be deemed to, automatically except as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly otherwise set forth thereinor limited herein. For the avoidance of doubt, each (i) Consenting Noteholder may freely sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Note Claims to any other Consenting Noteholder notwithstanding the foregoing and (ii) Group Lender and Leucadia may freely sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Leucadia Holdings to Leucadia notwithstanding the foregoing. (b) Any Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of any Claim Holdings that does not comply with the procedures set forth in Subsection 9.1(aSection 8.1(a) of this Agreement hereof shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire a portion of the Claims acquires Holdings pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Claims Holdings by a Consenting Lender shall be requiredNoteholder or Group Lender, as a condition to the effectiveness of such Transferapplicable, hereby agrees to be bound (and shall be deemed to be bound regardless of whether it executes and delivers a Joinder) by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Support Agreement and, except as applicableotherwise set forth or limited herein. Upon compliance with the foregoing, the other Definitive Documentationtransferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Support Agreement that occurs prior to such transfer and any remedies with respect to such claim) under this Support Agreement to the extent of such transferred rights and obligations. (d) With respect to the Claims held by the Holdings of any Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings, the Joining Lender Party shall be hereby makes (and is deemed to have made, with respect to itself, ) the representations and warranties of a the Consenting Lender Noteholders or Group Lender, as applicable, set forth in Section 6 of this Agreement 5 hereof to the CompanyCompany Parties. (e) Subject to Subsection 9.1(a), this This Support Agreement shall in no way be construed to preclude any Consenting Noteholder or Group Lender from acquiring additional ClaimsHoldings; provided that, that any such Claims Holdings shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive DocumentationSupport Agreement. (f) Notwithstanding Section 9.1(a): anything to the contrary herein, a Qualified Marketmaker (ias defined below) a Consenting Lender may Transfer that acquires any right, title, or interest in its Claims to an entity that is of the Holdings with the purpose and intent of acting in its capacity as a Qualified Marketmaker without for such Holdings shall not be required to execute and deliver to counsel a Joinder or otherwise agree to be bound by the requirement that the Qualified Marketmaker be or become a Consenting Lender only terms and conditions set forth in this Support Agreement if such Qualified Marketmaker has purchased transfers such Claims with a view to immediate resale of such Claims Holdings (by purchase, sale, assignment, transferparticipation, participation or otherwise) to a Consenting Noteholder, Group Lender or a transferee that executes a Joinder as soon as reasonably practicableprovided herein. As used herein, and in no event later than the earlier of term “Qualified Marketmaker” means an entity that (Ai) three (3) business days prior to any voting deadline with respect holds itself out to the Plan public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Company Parties (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) or enter with customers into long and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering short positions in claims against the Lender Joinder in accordance with Subsection 9.1(cCompany Parties)); and (ii) to the extent that a Consenting Lender is acting solely , in its capacity as a Qualified Marketmakerdealer or market maker in claims against the Company Parties and (ii) is, it may Transfer any rightin fact, title, regularly in the business of making a market in claims against issuers or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be borrowers (including debt securities or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(fother debt), a.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Plan Support Party hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) any Claim under the Credit Agreement, any Notes or any other Claim against or interest in the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transfereeunless, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfertransaction, the transferee thereof shall have executed executes and delivered delivers a Lender Joinder (as defined in accordance with Subsection 9.1(c), and Section 8.1(c) hereof) to the Company at least two (ii2) Business Days prior to the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreementrelevant transfer. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender Plan Support Party, for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereinSupport Agreement. (b) Any Transfer sale, assignment, transfer, hypothecation or other disposition of any Claim under the Credit Agreement, any Note or any other Claim against or interest in the Company that either (i) does not comply with the procedures set forth in Subsection 9.1(asubsection 8.1(a) hereof; or (ii) acts to delay or otherwise materially effects any regulatory approvals required for the consummation of this Agreement the Restructuring, shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire a portion of acquires any Claims under the Claims Credit Agreement, any Notes or any other Claim against or interest in the Company pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition of such Notes or Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, Plan Support Party hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H D hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Plan Support Party for all purposes under this Agreement and, as applicable, the other Definitive DocumentationSupport Agreement. (d) With respect to the Claims under the Credit Agreement, Notes or any other Claim against or interest in the Company held by the any Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, hypothecation or other disposition of such Notes or Claims, the Joining Lender Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a Consenting Lender the Plan Support Parties, set forth in Section 6 5 of this Support Agreement to the Company. (e) Subject to Subsection 9.1(a), this This Support Agreement shall in no way be construed to preclude any Consenting Lender Plan Support Party from acquiring additional ClaimsClaims under the Credit Agreement, Notes or any other Claim against or interest in the Company; provided that, that any such Claims under the Credit Agreement, Notes or Claim 9 against or interest in the Company, shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive DocumentationSupport Agreement. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), a

Assignment; Transfer Restrictions. (a) Each Consenting Term Loan Lender hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) any Claim against or Interest in the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transfereeDebtor unless, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfertransaction, the transferee thereof shall have executed executes and delivered delivers a Lender Joinder joinder in accordance with Subsection 9.1(c), and the form of Exhibit C hereto (ii“Joinder”) to the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation Parties within three (3) Business Days of the Transaction execution of an agreement (or trade confirmation) in any material respect, within any respect of the time frames contemplated by this Agreement and relevant transfer. Upon execution of the Plan Funding Agreement. ThereafterJoinder, such purchaser, transferee, assignee or other relevant Person the transferee shall be deemed to be a Consenting Term Loan Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereinAgreement. (b) Any Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of any Claim or Interest that does not comply with the procedures set forth in Subsection 9.1(aSection 9.02(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire acquires a portion of the Claims a Claim or Interest of a Consenting Term Loan Party pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Claims Claim or Interest by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, Term Loan Party hereby agrees to be bound by all of the terms of this Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party Term Loan Lender for all purposes under this Agreement and, as applicable, the other Definitive DocumentationAgreement. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, any such Claims shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), a

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) of, or grant, issue or sell any option, right to acquire, voting, participation or other interest in any Claim against the Company or any interest therein or voting rights in respect thereof unless Parties, except to a party that (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), Lender; provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, be subject to the terms of this Agreement and, as applicable, Support Agreement; provided further that any election to exchange or not to exchange Loans made by the other Definitive DocumentationConsenting Lender transferor shall be binding upon the transferee, or (Bii) as a condition precedent to the effectiveness of any such Transfer, the transferee thereof shall have executed executes and delivered delivers a Lender Joinder (as defined in section 7.1(c)) to the Administrative Agent and the Company Parties at least five Business Days prior to the relevant transfer. With respect to any transfers effectuated in accordance with Subsection 9.1(c), and clause (ii) the consummation of above, (x) such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender for purposes of this Agreement and Support Agreement, (y) the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender Company shall be deemed to, automatically as of to have acknowledged such transfer and (z) any election to exchange or not to exchange Loans made by the consummation of such Transfer, relinquish its rights (and Consenting Lender transferor shall be released from its obligations) under this Agreement solely to binding upon the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereintransferee. (b) Any Transfer sale, transfer or assignment of any Claim that does not comply with the procedures set forth in Subsection 9.1(asubsection 7.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire acquires a portion of the Claims pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to counsel for the Company Parties and each other Party counsel for the Administrative Agent a joinder in the form of Exhibit H B hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party party for all purposes under this Agreement andSupport Agreement. Each Joining Lender Party shall indicate, as applicableon the appropriate schedule annexed to its Lender Joinder, (i) the other Definitive Documentationnumber and amount of Loan claims held by such Consenting Lender, and (ii) the amount of its Loans that such Consenting Lender desires to convert into Second Lien Term Loans (except in the case of a Backstop Lender, it being understood that such Consenting Lender’s percentage interest in the Second Lien Term Loans shall not exceed such Consenting Lender’s Maximum Exchange Percentage). (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, hypothecation or other disposition of such Claims, the Joining Lender Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a the Consenting Lender Lenders set forth in Section 6 4 of this Support Agreement to the CompanyCompany Parties. (e) Subject Notwithstanding the foregoing provisions of this Section 7.1, any Consenting Lender may, at any time and without notice to Subsection 9.1(a)or consent from any other party, this pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and repayment of principal) under the Credit Agreements in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a party hereto. (f) This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claimsclaims; provided that, that any such Claims claims shall automatically be deemed to be “Claims” subject to the terms of this Agreement and the other Definitive DocumentationSupport Agreement. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), a

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect for so long as this Support Agreement shall remain in effect as to itself and not jointly, until the earlier of the date that this Agreement is validly terminated in accordance with its terms and the date that the closing of the Transaction occursit, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of any of its pro rata share of the prepetition Total Outstandings or DIP Loans (including by participationif any) (a “Transfer”) any Claim against unless prior thereto the Company or any interest therein or voting rights in respect transferee thereof unless (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to executes and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of delivers a Lender Joinder (as defined in accordance with Subsection 9.1(csection 9.3(a))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject ) to the terms of this Agreement and, as applicable, the other Definitive Documentation, or Administrative Agent at least two (B2) as a condition precedent Business Days prior to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder in accordance with Subsection 9.1(c), and (ii) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreementrelevant transfer. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereinSupport Agreement. (b) Any Transfer sale, transfer, assignment, hypothecation or other disposition by any Consenting Lender of any Claim or all of its pro rata share of the prepetition Total Outstandings or DIP Loans (if any) that does not comply with the procedures set forth in Subsection Section 9.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive or acquire a portion of the Claims pursuant to a Transfer of such Claims by a Consenting Lender Nothing herein shall be required, as a condition to the effectiveness of such Transfer, to be bound by all of the terms of this Agreement and, as applicable, the other Definitive Documentation (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement and, as applicable, the other Definitive Documentation. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude restrict any Consenting Lender’s right to acquire additional prepetition Loans, participation interests in prepetition Letters of Credit or DIP Loans. To the extent any Consenting Lender from acquiring acquires as legal owner additional Claims; provided thatprepetition Loans, any participation interests in prepetition Letters of Credit or DIP Loans, the Parties agree that such Claims prepetition Loans, participation interests in prepetition Letters of Credit and DIP Loans shall automatically be deemed to be subject to the terms of this Support Agreement upon the Consenting Lender’s acquisition of such additional prepetition Loans, participation interests in prepetition Letters of Credit or DIP Loans. Notwithstanding the foregoing provisions of this Section 9.1, any Consenting Lender may, at any time and without notice to or consent from any other party, pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and repayment of principal) under the other Definitive Documentationprepetition Credit Agreement or the DIP Credit Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a party hereto. (fd) Notwithstanding Section 9.1(a): (i) a Each Consenting Lender may Transfer any rightShareholder hereby agrees, titlefor so long as this Support Agreement shall remain in effect as to it, or interest in its Claims not to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchasesell, sale, assignmentassign, transfer, participation hypothecate or otherwise) as soon as reasonably practicable, and in no event later than the earlier otherwise dispose of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to equity interests in Holding unless prior thereto the transferee thereof executes and delivers a transferee Consenting Lender that is or becomes a Consenting Lender Shareholder Joinder (by executing and delivering the Lender Joinder as defined in accordance with Subsection 9.1(cSection 9.3(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, Administrative Agent at least two (w2) if at the time of a proposed Transfer of any Claim Business Days prior to the Qualified Marketmaker in accordance with the foregoingrelevant transfer. Thereafter, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and transferee shall be deemed to have votedbe a Consenting Shareholder for purposes of this Support Agreement. (e) Any sale, such Claim in accordance transfer, assignment, hypothecation or other disposition by any Consenting Shareholder of any or all of its equity interests that does not comply with the requirements of procedures set forth in Section 1.1(b9.1(d) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), ashall be deemed void ab initio.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Plan Support Party hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) any Claim against the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transfereeHoldings unless, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfertransaction, the transferee thereof shall have executed executes and delivered delivers a Lender Joinder (as defined in accordance with Subsection 9.1(c), and (iiSection 8.1(c) hereof) to the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement Company and the Plan Funding AgreementSupport Parties within three (3) business days of the execution of an agreement (or trade confirmation) in respect of the relevant transfer. ThereafterUpon execution of a Joinder, such purchaser, transferee, assignee or other relevant Person the transferee shall be deemed to be a Consenting Lender Plan Support Party for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereofSupport Agreement, and the transferor Consenting Lender shall be deemed to, automatically except as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly otherwise set forth thereinor limited herein. (b) Any Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of any Claim Holdings that does not comply with the procedures set forth in Subsection 9.1(asubsection 8.1(a) of this Agreement hereof shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire a portion of the Claims acquires Holdings pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Claims by Holdingsby a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, Plan Support Party hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H B hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement andSupport Agreement, except as applicable, the other Definitive Documentationotherwise set forth or limited herein. (d) With respect to the Claims held by the Holdings any Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings, the Joining Lender Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a the Apollo Entities or Consenting Lender Noteholders, as applicable, set forth in Section 6 of this Agreement 5 hereof to the Company. (e) Subject to Subsection 9.1(a), this This Support Agreement shall in no way be construed to preclude any Consenting Lender Plan Support Party from acquiring additional ClaimsHoldings; provided that, that any such Claims Holdings shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive DocumentationSupport Agreement. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), a

Assignment; Transfer Restrictions. (a) Each Consenting Lender agreesNo Seller Party shall assign or transfer, severally with respect to itself including by asset sale, merger, change of control, operation of law, or otherwise, its rights and not jointly, until the earlier of the date that obligations under this Agreement is validly terminated in accordance with its terms and the date that the closing of the Transaction occurs, not to, directly or indirectly, sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) any Claim against the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder in accordance with Subsection 9.1(c), and (ii) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated other Transaction Documents without the Purchasers’ prior written consent, other than a Change of Control pursuant to which the Seller Parties concurrently make the Buy-Out Payment to the Purchasers (by this Agreement and the Plan Funding Agreement. Thereafterdirect payment to each Purchaser of its Pro Rata Share thereof). (b) Any Purchaser may assign, such purchaser, transferee, assignee or other relevant Person shall be deemed to be grant a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish participation in and/or transfer its rights and obligations hereunder to any Person (other than, so long as no Put Option Event has occurred and be released from its obligationsis continuing, to a Disqualified Person) under this Agreement solely with prior notice to the extent of such transferred ClaimsSeller Parties, it being understood and agreed that no such Transfer notice requirement shall impactnot be deemed to require any Seller Party’s consent for any such assignment, effect participation or alter transfer; provided that [***]. The parties shall provide the rights and obligations Collateral Agent with written notice of the Parties under the other Definitive Documentation except any such assignment and, in connection therewith to the extent expressly set forth therein. such assignee is not a Purchaser, shall deliver to the Collateral Agent a properly completed and duly executed IRS Form W-9 (bor other applicable tax form) Any Transfer for such assignee Purchaser and any other documentation or other information requested by the Collateral Agent in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act. Upon request of any Claim that does not comply with the procedures set forth Collateral Agent, the Lead Seller and the Purchasers shall confirm in Subsection 9.1(a) writing to the Collateral Agent the names and pro rata shares of all Purchasers party to this Agreement shall be deemed void ab initioAgreement. (c) Any Subject to Section 12.03(b) above and except for assignments, participations and/or transfer that comply with the provisions of Section 12.03(b) relating to assignments, participations and/or transfers to a Person that is not a Qualifying Bank, no Purchaser shall enter into any arrangement with another person that seeks is not a Qualifying Bank under which such Purchaser substantially transfers its exposure under this Agreement to receive that other person, unless under such arrangement throughout the life of such arrangement: (i) the relationship between the Purchaser and that other person is that of a debtor and creditor (including in the bankruptcy or acquire a portion similar event of the Claims pursuant to a Transfer of such Claims by a Consenting Lender shall be required, as a condition to Purchaser); (ii) the effectiveness of such Transfer, to be bound by all of other person will have no proprietary interest in the terms benefit of this Agreement or in any monies received by the Purchaser under or in relation to this Agreement; and (iii) the other person will under no circumstances (other than permitted transfers and assignments under Section 12.03(b) above) (x) be subrogated to, as applicableor substituted in respect of, the other Definitive Documentation (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes Purchaser’s claims under this Agreement andand (y) have otherwise any contractual relationship with, as applicableor rights against, the other Definitive DocumentationSeller Party under or in relation to this Agreement. (d) With respect Any purported sale, assignment or transfer in violation of this Section 12.03 shall be null and void. This Agreement shall be binding upon, inure to the Claims held by the Joining Lender Party upon consummation benefit of any Transferand be enforceable by, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations parties hereto and warranties of a Consenting Lender set forth in their respective permitted successors and assigns. Section 6 of this Agreement to the Company. (e12.03(c) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, any such Claims shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (been included solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, for Swiss law purposes and shall be deemed to have votedgoverned by, such Claim and construed in accordance with with, the requirements laws of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(f), aSwitzerland.

Assignment; Transfer Restrictions. (a) Each Consenting Lender JCEI Noteholder hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this JCEI Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (a “Transfer”) any Claim against the Company or Holdings to any interest therein or voting rights in respect thereof unless (i) (A) the transferee, assignee or equivalent third party that is not a Consenting Lender that is a party to and bound by this Agreement andJCEI Noteholder unless, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfertransaction, the transferee thereof shall have executed executes and delivered delivers a Lender Joinder joinder in accordance the form of Exhibit B hereto (the “Joinder”) to JCEI and legal counsel to the Consenting JCHC Noteholders (which is Akin Gump Xxxxxxx Xxxxx & Xxxx LLP) prior to or contemporaneously with Subsection 9.1(c), and the execution of an agreement (iior trade confirmation) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation respect of the Transaction in any material respectrelevant transfer. Upon execution of a Joinder, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender JCEI Noteholder for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereofJCEI Support Agreement, and the transferor Consenting Lender shall be deemed to, automatically except as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly otherwise set forth thereinor limited herein. For the avoidance of doubt, each Consenting JCEI Noteholder may freely sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Holdings to any other Consenting JCEI Noteholder notwithstanding the foregoing. (b) Any Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of any Claim Holdings that does not comply with the procedures set forth in Subsection 9.1(aSection 6.1(a) of this Agreement hereof shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire a portion of the Claims acquires Holdings pursuant to a Transfer sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Claims Holdings by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, JCEI Noteholder hereby agrees to be bound (and shall be deemed to be bound regardless of whether it executes and delivers a Joinder) by all of the terms of this JCEI Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this JCEI Support Agreement and, except as applicableotherwise set forth or limited herein. Upon compliance with the foregoing, the other Definitive Documentationtransferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this JCEI Support Agreement that occurs prior to such transfer and any remedies with respect to such claim) under this JCEI Support Agreement to the extent of such transferred rights and obligations. (d) With respect to the Claims held by the Holdings of any Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings, the Joining Lender Party shall be hereby makes (and is deemed to have made, with respect to itself, ) the representations and warranties of a the Consenting Lender JCEI Noteholders, as applicable, set forth in Section 6 of this Agreement 4 hereof to the CompanyJCEI. (e) Subject to Subsection 9.1(a), this This JCEI Support Agreement shall in no way be construed to preclude any Consenting Lender JCEI Noteholder from acquiring additional ClaimsHoldings; provided that, that any such Claims Holdings shall automatically be deemed to be subject to the terms of this Agreement and the other Definitive DocumentationJCEI Support Agreement. (f) Notwithstanding Section 9.1(a): anything to the contrary herein, a Qualified Marketmaker (ias defined below) a Consenting Lender may Transfer that acquires any right, title, or interest in its Claims to an entity that is of the Holdings with the purpose and intent of acting in its capacity as a Qualified Marketmaker without for such Holdings shall not be required to execute and deliver to counsel a Joinder or otherwise agree to be bound by the requirement that the Qualified Marketmaker be or become a Consenting Lender only terms and conditions set forth in this JCEI Support Agreement if such Qualified Marketmaker has purchased transfers such Claims with a view to immediate resale of such Claims Holdings (by purchase, sale, assignment, transferparticipation, participation or otherwise) to a Consenting JCEI Noteholder or a transferee that executes a Joinder as soon as reasonably practicableprovided herein. As used herein, and in no event later than the earlier of term “Qualified Marketmaker” means an entity that (Aa) three (3) business days prior to any voting deadline with respect holds itself out to the Plan public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against JCEI (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) or enter with customers into long and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder short positions in accordance with Subsection 9.1(cclaims against JCEI)); and (ii) to the extent that a Consenting Lender is acting solely , in its capacity as a Qualified Marketmakerdealer or market maker in claims against JCEI and (b) is, it may Transfer any rightin fact, title, regularly in the business of making a market in claims against issuers or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be borrowers (including debt securities or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer in accordance with this Section 9.1(fother debt), a.

Assignment; Transfer Restrictions. (ai) Each Consenting Lender hereby agrees, severally with respect to itself and not jointlyjointly and severally, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) (each, a “Transfer”) any Claim against the Company or any interest therein or voting rights in respect thereof unless (i) Term Loan Claim, except to a party that (A) the transferee, assignee or equivalent is a Consenting Lender Lender, provided, that is any Term Loan Claims Transferred to a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, be subject to the terms of this Support Agreement and, as applicable, and any election to exchange or not to exchange Term Loan Claims made by the other Definitive Documentation, Consenting Lender transferor shall be binding upon the transferee or (B) as executes and delivers a condition precedent Joinder pursuant to the terms and conditions under Section 8.1(c). (ii) Notwithstanding Section 8.1(a)(i), in the case of a purported Transfer of any Term Loan Claim (a “Proposed Lender Transfer”) to a purported transferee (the “Proposed Lender Transferee”), such Proposed Lender Transfer shall be prohibited and/or deemed void ab initio and of no force or effect in accordance with Section 8.1(b) in the case of any of the following events: (A) (i) the Proposed Lender Transferee held less than ten and five hundredths percent (10.05%) of the Term Loan Claims outstanding immediately prior to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Proposed Lender Joinder in accordance with Subsection 9.1(c), Transfer and (ii) such Proposed Lender Transfer shall result in such Proposed Lender Transferee holding ten and five hundredths percent (10.05%) or more of the consummation Term Loan Claims outstanding; (B) (i) the Proposed Lender Transferee held less than twenty five and thirteen hundredths percent (25.13%) of the Term Loan Claims outstanding immediately prior to the effectiveness of such Proposed Lender Transfer would not be reasonably expected to have or and (ii) such Proposed Lender Transfer shall result in a material adverse impact onsuch Proposed Lender Transferee holding twenty five and thirteen hundredths percent (25.13%) or more of the Term Loan Claims outstanding; (C) (i) the Proposed Lender Transferee holdings of Term Loan Claims including all Term Loan Claims collectively held, directly or indirectly, in the aggregate through one or more intermediaries, together with any entity under ten percent (10%) or more common ownership with the Proposed Lender Transferee, or delay or impair controlled by the consummation same party that controls the Proposed Lender Transferee (collectively, the “Proposed Lender Transferee Interests”), represented less than ten and five hundredths percent (10.05%) of the Transaction Term Loan Claims outstanding immediately prior to the effectiveness of such Proposed Lender Transfer and (ii) such Proposed Lender Transfer shall result in any material respect, within any the Proposed Lender Transferee Interests representing ten and five hundredths percent (10.05%) or more of the time frames contemplated Term Loan Claims outstanding; and (D) (i) the Proposed Lender Transferee Interests represented less than twenty five and thirteen hundredths percent (25.13%) of the Term Loan Claims outstanding immediately prior to the effectiveness of such Proposed Lender Transfer and (ii) such Proposed Lender Transfer shall result in the Proposed Lender Transferee Interests representing twenty five and thirteen hundredths percent (25.13%) or more of the Term Loan Claims outstanding; provided, that, for each such Proposed Lender Transfers prohibited under this Section 8.1(a)(ii), (x) the Company Parties and (y) the Consenting Lenders representing fifty and one-tenth percent (50.1%) of the aggregate principal amount of the Term Loan Claims held by this Agreement the Consenting Lenders other than such Proposed Lender Transferee and the Plan Funding Agreement. Thereafterpurported transferor of such Proposed Lender Transfer may nevertheless agree to consent to and permit such Proposed Lender Transfer, and such purchaser, transferee, assignee or other relevant Person Proposed Lender Transfer shall be deemed effective. (iii) The TL Agent shall have no obligations other than as expressly provided in the Existing Credit Agreement relating to be a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all Transfers, including Transfers of the terms hereof and thereoftype described in Section 8.1(a)(ii). For the avoidance of doubt, and the transferor Consenting Lender TL Agent shall not be deemed to, automatically as required to notify any other Party upon occurrence of a Transfer of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereintype described in Section 8.1(a)(ii). (b) Any Transfer of any Term Loan Claim that does not comply with the procedures set forth in Subsection 9.1(aSection 8.1(a) of this Agreement shall be deemed void ab initioinitio and of no force or effect, regardless of any prior notice provided to the Company Parties and/or any Consenting Lender, and shall not create any obligation or liability of any Company Party or any other Consenting Lender to the purported transferee. Any Consenting Lender that effectuates a Transfer permitted under and in compliance with Section 8.1(a) shall have no liability under this Support Agreement arising solely from or related to the failure of the transferee of such Transfer to comply with the terms of this Support Agreement on or after the effective date of such Transfer. (c) Any person that seeks to receive receives or acquire acquires a portion of the Term Loan Claims pursuant to a Transfer of such Term Loan Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation supplemented or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H B hereto (the “Lender Joinder”)) and delivering such Joinder promptly upon, but in no event later than three (3) business days following, execution to the Company Parties and legal counsel to the Required Consenting Lenders. The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party be, for all purposes under this Agreement Support Agreement, a Party and a Consenting Lender and, as applicableif such Term Loan Claims acquired in the Transfer were Term Loan Claims held by the New RCF Commitment Party, the other Definitive Documentationa New RCF Commitment Party. (d) With respect to the Term Loan Claims held by the Joining Lender Party upon consummation of any Transferthe Transfer of such Term Loan Claims to such Joining Lender Party, the Joining Lender Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a the Consenting Lender Lenders, as applicable, set forth in Section 6 5 of this Support Agreement to the CompanyCompany Parties. (e) Subject Each Consenting Member hereby agrees, severally and not jointly and severally, for so long as this Support Agreement shall remain in effect as to Subsection 9.1(ait, not to Transfer any of its Existing Partnership Interests unless the transferee thereof executes and delivers a Member Joinder (as defined in Section 8.1(f)) pursuant to the terms and conditions under Section 8.1(f). (f) Any person that receives or acquires a portion of the Existing Partnership Interests in the Company Parties pursuant to a Transfer of such Existing Partnership Interests by a Consenting Member hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, supplemented or otherwise modified from time to time) (a “Joining Member Party”) by executing a joinder in the form of Exhibit C hereto (the “Member Joinder”) and delivering such Member Joinder promptly upon, but in no event later than three (3) business days following, execution to the Company Parties and legal counsel to the Required Consenting Lenders. The Joining Member Party shall thereafter be deemed to be, for all purposes under this Support Agreement, a Party and a Consenting Member. (g) With respect to the Existing Partnership Interests held by the Joining Member Party upon consummation of the Transfer of such Existing Partnership Interests to such Joining Member Party, the Joining Member Party hereby makes the representations and warranties of the Consenting Members set forth in Section 5 of this Support Agreement to the other Parties. (h) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and repayment of principal) under the Existing Credit Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided, that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a party hereto. (i) This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional ClaimsTerm Loan Claims except as expressly prohibited by Section 8.1(a)(ii) herein; provided thatprovided, that any such Term Loan Claims shall automatically be deemed to be subject to the terms of this Support Agreement and the other Definitive Documentationeach such Consenting Lender agrees that such additional Term Loan Claims shall be subject to this Support Agreement and shall be Term Loan Claims hereunder. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer A Qualified Marketmaker (as defined below) that acquires any right, title, or interest in its of the Term Loan Claims to an entity that is solely with the purpose and intent of acting in its capacity as a Qualified Marketmaker without for such Term Loan Claims, shall not be required to execute and deliver to counsel a Joinder or otherwise agree to be bound by the requirement that the Qualified Marketmaker be or become a Consenting Lender only terms and conditions set forth in this Support Agreement if such Qualified Marketmaker has purchased Transfers such Claims with a view to immediate resale of such Term Loan Claims (by purchase, sale, assignment, transferparticipation, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender or a Joining Lender Party that properly executes and delivers a Joinder pursuant to this Section 8.1, and the Transfer otherwise is permitted under Section 8.1(a) (by executing including, for the avoidance of doubt, the requirement that such subsequent transferee properly executes and delivering the Lender delivers a Joinder in accordance with Subsection 9.1(cpursuant to this Section 8.1, if necessary)); , and (ii) to the extent that a Consenting Lender any Party who has signed this Support Agreement is acting solely in its capacity as a Qualified Marketmaker, it such Party may Transfer any right, title, or interest in any Term Loan Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, it acquires from a holder of such Claims who Term Lender that is not a Consenting Lender to a transferee that is not a Consenting Lender at the time of such Transfer without the requirement that the such transferee be or become a Consenting Lender with respect to such ClaimsLender. Notwithstanding the foregoing, (w) if at the time of any transfer to a proposed Transfer of any Claim to Qualified Marketmaker shall be permitted so long as the Qualified Marketmaker in accordance with agrees, solely to the foregoing, extent that it holds any Term Loan Claims from a Consenting Lender on the record date of such proposed Transfer is within three (3) business days of the for voting deadline with respect to on the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after a Transfer act in accordance with this Section 9.1(fSupport Agreement with respect to any vote or consent required hereunder (including a vote on the Plan) with respect to such Term Loan Claims. For these purposes, “Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against any Company Party (including debt securities or other debt) or enter with customers into long and short positions in claims against any Company Party (including debt securities or other debt), ain its capacity as a dealer or market maker in such claims against any Company Party and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

Assignment; Transfer Restrictions. (a) Each Consenting Lender Secured Party hereby agrees, severally with respect for so long as this Support Agreement shall remain in effect as to itself and not jointly, until the earlier of the date that this Agreement is validly terminated in accordance with its terms and the date that the closing of the Transaction occursit, not to, directly or indirectly, to sell, assign, transfer, hypothecate or otherwise dispose of any of its pro rata share of the prepetition Secured Notes, Credit Agreement obligations or obligations under the DIP Credit Agreement (including by participationthe “DIP Loans”) (a “Transfer”if any) any Claim against the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfer, prior thereto the transferee thereof shall have executed executes and delivered delivers a Lender Secured Party Joinder (as defined in accordance with Subsection 9.1(csection 9.3(a), and ) to the Administrative Agent at least two (ii2) Business Days prior to the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreementrelevant transfer. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender Secured Party for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereinSupport Agreement. (b) Any Transfer sale, transfer, assignment, hypothecation or other disposition by any Consenting Secured Party of any Claim or all of its pro rata share of the prepetition Secured Notes, Credit Agreement obligations or DIP Loans (if any) that does not comply with the procedures set forth in Subsection Section 9.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive or acquire a portion of the Claims pursuant to a Transfer of such Claims by a Consenting Lender Nothing herein shall be required, as a condition to the effectiveness of such Transfer, to be bound by all of the terms of this Agreement and, as applicable, the other Definitive Documentation (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement and, as applicable, the other Definitive Documentation. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude restrict any Consenting Lender from acquiring Secured Party’s right to acquire additional Claims; provided thatprepetition Secured Notes, Credit Agreement obligations or DIP Loans. To the extent any Consenting Secured Party acquires as legal owner additional prepetition Secured Notes, Credit Agreement obligations or DIP Loans, the Parties agree that such Claims prepetition Secured Notes, Credit Agreement obligations and DIP Loans shall automatically be deemed to be subject to the terms of this Support Agreement and upon the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale Secured Party’s acquisition of such Claims (by purchaseadditional Secured Notes, sale, assignment, transfer, participation Credit Agreement obligations or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such ClaimsDIP Loans. Notwithstanding the foregoingforegoing provisions of this Section 9.1, any Consenting Secured Party may, at any time and without notice to or consent from any other party, pledge or grant a security interest in all or any portion of its rights (wincluding, without limitation, rights to payment of interest and repayment of principal) if at under the time Indenture, the Credit Agreement or the DIP Credit Agreement to secure obligations of such Consenting Secured Party to a Federal Reserve Bank; provided that no such pledge or grant of a proposed Transfer security interest shall release such Consenting Secured Party from any of its obligations hereunder or substitute any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor pledgee or grantee for such Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer or (x) if, after Secured Party as a Transfer in accordance with this Section 9.1(f), aparty hereto.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect to itself and not jointly, until the earlier of the date that for so long as this Support Agreement is validly terminated shall remain in accordance with its terms and the date that the closing of the Transaction occurseffect as to it, not to, directly or indirectly, sell, assign, transfer, hypothecate pledge, hypothecate, grant an option on, or otherwise dispose of (including by participation) (a “Transfer”) any Claim against the Company or any interest therein or voting rights in respect thereof unless (i) (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement andhereof, including as applicable, the other Definitive Documentationset forth in Exhibit E, or (B) as a condition precedent power to the effectiveness of vote any such TransferClaim, unless the transferee thereof shall have executed executes and delivered delivers a Lender Joinder (as defined in accordance with Subsection 9.1(c), and subsection 7.1(c) below) to the Administrative Agent at least two (ii2) business days prior to the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreementrelevant transfer. Thereafter, such purchaser, transferee, assignee or other relevant Person transferee shall be deemed to be a Consenting Lender for purposes of this Agreement and Support Agreement. The Company shall acknowledge such transfer in writing within two (2) business days of their having received notice of such transfer (with the other applicable Definitive Documentation and shall be bound by all amount of the terms hereof Claim transferred to the Joining Lender Party having been redacted from any such transfer notice) and thereofprovide a copy of such acknowledgement to the Administrative Agent. By providing such writing, and the transferor Consenting Lender Company shall be deemed to, automatically as of the consummation of to have acknowledged their obligations to such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth thereintransferee. (b) Any Transfer sale, transfer or assignment of any Claim Claim, or power to vote a Claim, that does not comply with the procedures set forth in Subsection 9.1(asubsection 7.1(a) of this Agreement above shall be deemed void ab initio. (c) Any person that seeks to receive receives or acquire acquires a portion of the Claims pursuant to a Transfer sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, hereby agrees to be bound by all of the terms of this Support Agreement and(as the same may be hereafter amended, as applicable, the other Definitive Documentation restated or otherwise modified from time to time) (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H F annexed hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party party for all purposes under this Agreement and, as applicable, the other Definitive DocumentationSupport Agreement. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transferthe sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims, the Joining Lender Party shall be deemed to have made, with respect to itself, hereby makes the representations and warranties of a the Consenting Lender Lenders set forth in Section 4 and the acknowledgment in Section 6 to each of the other Parties to this Support Agreement to as of the Companydate such Xxxxxx Xxxxxxx is executed. (e) Subject to Subsection 9.1(a), this This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that, that any such additional Claims shall automatically be deemed to be subject to the terms of this Support Agreement and upon the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale Lender’s acquisition of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that is or becomes a Consenting Lender (by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to the extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such additional Claims. Notwithstanding the foregoingforegoing provisions of this Section 7.1, any Consenting Lender may, at any time and without notice to or consent from any other party, pledge or grant a security interest in all or any portion of its rights (wincluding, without limitation, rights to payment of interest and repayment of principal) if at under the time Credit Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided that no such pledge or grant of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of security interest shall release such proposed Transfer is within three (3) business days of the voting deadline with respect to the Plan, the proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, from any of its obligations hereunder or substitute any such Claim in accordance with the requirements of Section 1.1(b) hereof prior to any Transfer pledgee or (x) if, after grantee for such Consenting Lender as a Transfer in accordance with this Section 9.1(f), aparty hereto.