Common use of Exceptions to Transfer Restrictions; Early Termination Clause in Contracts

Exceptions to Transfer Restrictions; Early Termination. Notwithstanding Section 2.3 and 2.4, each of the GSO Funds and their respective Affiliates shall be permitted to transfer Securities in any of the following transactions to the counterparties in such transactions, but not otherwise: (a) the Company, with the approval of a majority of the Board of the Company, enters into an agreement with any Person or group (none of which is an Affiliate of the GSO Funds) providing for (i) an offer to be made to purchase 50% or more of the outstanding shares of Common Stock or all or substantially all of the assets of the Company; or (ii) the merger or consolidation of the Company with or into any other person in which (A) either the Company’s outstanding capital stock shall be converted into cash or other property, or a majority of the outstanding voting stock of the surviving corporation immediately following such merger or consolidation will not be owned by Persons who were stockholders of the Company immediately before the merger or consolidation, and (B) notice of a meeting of shareholders of the Company called to consider such agreement shall be given by or at the direction of the Board of the Company; (b) any tender offer or exchange offer made to the holders of the Company’s outstanding Common Stock (so long as such offer is not made by the GSO Funds or any of their Affiliates) and with respect to which the Company, with the approval of a majority of the Board of the Company, has recommended that the Company’s stockholders accept such offer. (c) The restrictions in Sections 2.3 and 2.4 shall terminate (i) upon any transfer in accordance with clause (i) of the proviso of Section 2.3 or a foreclosure in accordance with clause (c) of the second sentence of Section 2.4, (ii) on the occurrence of a Bankruptcy Event of the Company and (iii) with respect to any Securities which are the subject of the transactions referred to in Sections 2.6(a) or (b) which are transferred in accordance with the consummation of such transactions.

Exceptions to Transfer Restrictions; Early Termination. Notwithstanding Section 2.3 and 2.4, each of the GSO Funds and their respective Affiliates shall be permitted to transfer Securities in any of the following transactions to the counterparties in such transactions, but not otherwise: (a) the Company, with the approval of a majority of the Board of the Company, enters into an agreement with any Person or group (none of which is an Affiliate of the GSO Funds) providing for (i) an offer to be made to purchase 50% or more of the outstanding shares of Common Stock or all or substantially all of the assets of the Company; or (ii) the merger or consolidation of the Company with or into any other person in which which (A) either the Company’s outstanding capital stock shall be converted into cash or other property, or a majority of the outstanding voting stock of the surviving corporation immediately following such merger or consolidation will not be owned by Persons who were stockholders of the Company immediately before the merger or consolidation, and (B) notice of a meeting of shareholders of the Company called to consider such agreement shall be given by or at the direction of the Board of the Company; (b) any tender offer or exchange offer made to the holders of the Company’s outstanding Common Stock (so long as such offer is not made by the GSO Funds or any of their Affiliates) and with respect to which the Company, with the approval of a majority of the Board of the Company, has recommended that the Company’s stockholders accept such offer. (c) The restrictions in Sections 2.3 and 2.4 shall terminate (i) upon any transfer in accordance with clause (i) of the proviso of Section 2.3 or a foreclosure in accordance with clause (c) of the second sentence of Section 2.4, (ii) on the occurrence of a Bankruptcy Event of the Company and (iii) with respect to any Securities which are the subject of the transactions referred to in Sections 2.6(a) or (b) which are transferred in accordance with the consummation of such transactions.