Common use of Transfer of Claims and Interests Clause in Contracts

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, Each Revolving Lender shall not (i) sell, usetransfer, assign, hypothecate, pledge, assign, transfer, permit the grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, in whole or in part, or (ii) deposit any ownership of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Revolving Facility Claims or Revolving Commitments (including the actions described in clauses (i) and (ii) of this Section 8(a) are collectively referred to herein as a “Revolving Facility Transfer” and the Revolving Lender making such Revolving Facility Transfer is referred to herein as the “Revolving Facility Transferor”), unless such Revolving Facility Transfer is to another Revolving Lender or any beneficial ownership3other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to the Company, counsel to the Administrative Agent, and counsel to the Ad Hoc Group a Revolving Lender Transferee Joinder substantially in the form attached as Exhibit D hereto (the “Revolving Lender Transferee Joinder”) at least two Business Days prior to the effectiveness of the relevant Revolving Facility Transfer (such party to a permitted transfer an “RCF Permitted Transferee”). Upon the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make all of the representations, warranties, and covenants of a Revolving Lender, as applicable, as set forth in this Agreement, and shall be deemed to be a Party and a Revolving Lender for all purposes under this Agreement. Upon compliance with the foregoing, the Revolving Facility Transferor shall be deemed to relinquish its rights (with respect to any Debtor Claims/Interests such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transfer) under this Agreement and shall be released from its obligations (with respect to any such Revolving Facility Claims or Revolving Commitments that are the subject of a Revolving Facility Transfer) hereunder. Any Revolving Facility Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effect. (b) Each Consenting Noteholder shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (eachii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a “Transfer”) to any party, unless, solely voting agreement with respect to Debtor Claims, it satisfies all of any such 2022 Notes Claims (the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): actions described in clauses (i) and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the intended transferee (x) Consenting Noteholder making such 2022 Notes Claims Transfer is another Commitment Partyreferred to herein as the “2022 Notes Claims Transferor”), (y) as of the date of unless such Transfer, the Commitment Party controls, 2022 Notes Claims Transfer is controlled by or is under common control with such Commitment Party, to an affiliateAffiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or (z) executes any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a transfer agreement Consenting Noteholder Transferee Joinder substantially in the form attached hereto as Exhibit B E hereto (the “Consenting Noteholder Transferee Joinder”) and delivering such Consenting Noteholder Transferee Joinder to the Company, counsel to the Ad Hoc Group and counsel to the Administrative Agent within two Business Days of the effectiveness of the relevant 2022 Notes Claims Transfer (such party to a permitted transfer, a “Transfer Agreement2022 Notes Permitted Transferee”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the closing consummation of such Transfer. (b) Upon satisfaction of the requirements a 2022 Notes Claims Transfer in Section 6(a)accordance herewith, (i) the a 2022 Notes Permitted Transferee shall be deemed to make all of the representations, warranties, and covenants of a Consenting Noteholder, as applicable, as set forth in this Agreement, and shall be deemed to be a Commitment Party hereunder, and, and a Consenting Noteholder for the avoidance of doubt, a Permitted Transferee is bound as a Party all purposes under this Agreement Agreement. Upon compliance with respect to any and all claims againstthe foregoing, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor 2022 Notes Claims Transferor shall be deemed to relinquish its rights (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) under this Agreement and shall be released from its obligationsobligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) under hereunder. Any 2022 Notes Claims Transfer made in violation of this Agreement to the extent Section 8 shall be deemed null and void ab initio and of such transferred rights and obligationsno force or effect. (c) Except as set forth in Section 8(a) or 8(b) hereof, nothing in this Agreement shall be construed as precluding any Consenting Noteholder or Revolving Lender or any of their respective Affiliates from acquiring additional 2022 Notes or Revolving Commitments; provided, however, that any such additional 2022 Notes or Revolving Commitments (other than 2022 Notes or Revolving Commitments held by any Affiliate of any such Consenting Noteholder or Revolving Lender that maintains or establishes an information-blocking device or “ethical wall” between it and such Consenting Noteholder or such Revolving Lender) shall automatically be subject to the terms and conditions of this Agreement. (d) Notwithstanding Section 6(a)anything to the contrary herein, (i) a Qualified Marketmaker4 Marketmaker2 that acquires any Debtor 2022 Notes Claims or Revolving Commitments subject to this Agreement held by a Consenting Noteholder or Revolving Lender with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver become a party to any of K&Ethis Agreement as a Consenting Noteholder or Revolving Lender, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer transfers such Debtor 2022 Notes Claims or Revolving Commitments (by purchase, sale, 3 As used hereinassignment, or other similar means) to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the term “beneficial ownership” means transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the direct extent any Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer any ownership interests in the Claims that it acquires from a holder of Claims that is not a Consenting Noteholder or indirect economic ownership ofRevolving Lender to a transferee that is not a Consenting Noteholder or Revolving Lender at the time of such transfer without the requirement that the transferee be a Permitted Transferee. (e) The Parties acknowledge that all representations, and/or warranties, covenants, and other agreements made by any Consenting Noteholder that is a separately managed account of or advised by an investment manager are being made only with respect to the powerClaims managed or advised by such investment manager (in the amount identified on the signature pages hereto), whether and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by contract such Consenting Noteholder that are not managed or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire advised by such claims or interestsinvestment manager.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3ownership5) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such a Commitment Party, an a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. 5 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker6 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used hereinassignment, the term “beneficial ownership” means the direct or indirect economic ownership ofparticipation, and/or the power, whether by contract or otherwise) within five (5) business days of its acquisition to a transferee that is an entity that is not an affiliate, to direct affiliated fund or affiliated entity with a common investment advisor, (B) the exercise transferee otherwise is a Permitted Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Commitment Party is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in the Debtor Claims that such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the voting rights Debtor Claims who is not a Commitment Party without regard to the requirements set forth in Section 6(a) hereof. (d) This Agreement shall in no way be construed to preclude the Commitment Parties from acquiring additional Debtor Claims/Interests; provided, however, that (i) any Commitment Party that acquires additional Debtor Claims, as applicable, after the Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G of such acquisition, within five (5) business days following such acquisition, including the disposition ofamount of such acquisition on a confidential and “professional eyes only” basis, which notice may be deemed to be provided by the filing of a statement with the Bankruptcy Court as required by Rule 2019 of the Federal Rules of Bankruptcy Procedure, including revised holdings information for such Commitment Party and (ii) such additional Debtor Claims/Interests shall automatically and immediately upon acquisition by a Commitment Party, as applicable, be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the right respective counsels to acquire such claims or intereststhe Commitment Parties). (e) In addition, other than pursuant to a Permitted Transfer, any holder of Debtor Claims/Interests shall become a Party, and become obligated as a Commitment Party,

Transfer of Claims and Interests. (a) During Until the Effective Periodtermination of this Agreement, no Commitment Party, as applicable, Supporting Party shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) ownership)2 in any Debtor Creditor Claims/Interests , in whole or in part (each, a “Transfer”” provided, however that any pledge in favor of a bank or broker dealer at which a Supporting Party maintains an account, where such bank or broker dealer holds a security interest or other encumbrance over property in the account generally shall not be deemed a “Transfer” for any purposes hereunder) to any party, unless, solely with respect to Debtor Claims, unless it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Supporting Party, ; or (yii) as the execution of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B reasonably acceptable to the Company and the Supporting Parties (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, Transfer and provides the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis Agreement to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following Counsel to each Supporting Party substantially concurrent with the closing of such Transfer. 2 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Creditor Claims or the right to acquire such claims or interests. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Supporting Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Supporting Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker3 that acquires any Debtor Creditor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Creditor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G the counsel to the Supporting Parties a Transfer Agreement or Joinder Agreement in respect of such Debtor Creditor Claims if (Ai) such Qualified Marketmaker intends to subsequently transfer transfers such Debtor Creditor Claims (by purchase, sale, 3 As used hereinassignment, participation, or otherwise) within ten (10) business days of its acquisition to a transferee or (ii) the transferee otherwise is a Permitted Transferee (including, for the avoidance of doubt, the term “beneficial ownership” means requirement that such transferee execute a Transfer Agreement). To the direct or indirect economic ownership ofextent that a Supporting Party is acting in its capacity as a Qualified Marketmaker, and/or the powerit may transfer (by purchase, whether by contract sale, assignment, participation or otherwise) any right, title or interest in Creditor Claims that such Supporting Party acquires in its capacity as a Qualified Marketmaker from a holder of Creditor Claims who is not a Supporting Party without regard to direct the exercise requirements set forth in Section 6(a) hereof. (d) This Agreement shall in no way be construed to preclude the Supporting Parties from acquiring additional Creditor Claims; provided, however, that (i) any Supporting Party that acquires additional Creditor Claims, as applicable, after the Agreement Effective Date shall notify counsel to the Parties of such acquisition, including the amount of such acquisition, which notice may be deemed to be provided by the filing of a statement with the Bankruptcy Court as required by Rule 2019 of the voting rights Federal Rules of Bankruptcy Procedure, including revised holdings information for such Supporting Party and (ii) such additional Creditor Claims shall automatically and immediately upon acquisition by a Supporting Party, as applicable, be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the respective counsels to the Parties). (e) In addition, other than pursuant to a Permitted Transfer, any holder of Creditor Claims shall become a Party, and become obligated as a Supporting Party solely to the extent (i) such holder and the disposition ofCompany execute a joinder agreement in the form attached hereto as Exhibit A (a “Joinder Agreement”), and shall be deemed a Supporting Party and (ii) such joinder is delivered by the Debtor Claims/Interests or Company to counsel to the right to acquire such claims or interestsSupporting Parties within three (3) business days following the execution thereof.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used hereinassignment, the term “beneficial ownership” means the direct or indirect economic ownership ofparticipation, and/or the power, whether by contract or otherwise) within five (5) business days of its acquisition to a transferee that is an entity that is not an affiliate, to direct affiliated fund or affiliated entity with a common investment advisor, (B) the exercise transferee otherwise is a Permitted Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Commitment Party is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in the Debtor Claims that such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the voting rights Debtor Claims who is not a Commitment Party without regard to the requirements set forth in Section 6(a) hereof. (d) This Agreement shall in no way be construed to preclude the Commitment Parties from acquiring additional Debtor Claims/Interests; provided, however, that (i) any Commitment Party that acquires additional Debtor Claims, as applicable, after the Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G of such acquisition, within five (5) business days following such acquisition, including the disposition ofamount of such acquisition on a confidential and “professional eyes only” basis, which notice may be deemed to be provided by the filing of a statement with the Bankruptcy Court as required by Rule 2019 of the Federal Rules of Bankruptcy Procedure, including revised holdings information for such Commitment Party and (ii) such additional Debtor Claims/Interests shall automatically and immediately upon acquisition by a Commitment Party, as applicable, be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the right respective counsels to acquire the Commitment Parties). (e) In addition, other than pursuant to a Permitted Transfer, any holder of Debtor Claims/Interests shall become a Party, and become obligated as a Commitment Party, solely to the extent (i) the ascension of such claims holder to this Agreement is consented to in writing (with email being sufficient) by Honeywell, the Plan Sponsors, the Requisite Additional Investors and the Requisite Consenting Noteholders (which consent of any of the foregoing shall not be unreasonably withheld, conditioned, or interestsdelayed) and (ii) (x) such holder executes a joinder agreement in the form attached hereto as Exhibit C (a “Joinder Agreement”), and shall be deemed a Commitment Party hereunder and (y) such joinder is delivered on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the execution thereof. (f) Notwithstanding anything to the contrary herein, no Commitment Party shall sell, assign, transfer, permit the participation in, or otherwise dispose of any ownership

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3ownership4) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such a Commitment Party, an a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker5 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 assignment, participation, or otherwise) within five (5) business days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund or affiliated entity with a common investment advisor, (B) the transferee otherwise is a Permitted Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Commitment Party is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in the Debtor Claims that such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the Debtor Claims who is not a Commitment Party without regard to the requirements set forth in Section 6(a) hereof. 4 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, Consenting Creditor shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) ownership)4 in any Debtor Claims/Interests the Creditor Claims in whole or in part (each, a “Transfer”, provided, however, that any pledge in favor of a bank or broker dealer at which a Consenting Creditor maintains an account, where such bank or broker dealer holds a security interest in or other encumbrances over property in the account generally shall not be deemed a “Transfer” for any purposes hereunder) to any party, unless, solely with respect to Debtor Claims, unless it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted TransfereeTransferee ,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment PartyConsenting Creditor, (y) as of the date of such Transfer, the Commitment Party Consenting Creditor controls, is controlled by or is under common control with such Commitment Party, transferee or is an affiliate, affiliated affiliate d fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G counsel to each Party within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunderConsenting Creditor hereunder and shall be deemed to be a Consenting Noteholder, Consenting Certificateholder, or Consenting FES Creditor, or all, as applicable, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party Consenting Creditor under this Agreement with respect to any and all claims against, or interests in, any of the DebtorsDebtors (including, without limitation, any Creditor Claims), whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker5 that acquires any Debtor Creditor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor ClaimsCreditor Claims , shall not be required to execute and deliver to counsel to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G Party a Transfer Agreement in respect of such Debtor Creditor Claims if (A) such Qualified Marketmaker intends to subsequently transfer transfers such Debtor Creditor Claims (by purchase, sale, 3 assignment, participation, or otherwise) within 4 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests Creditor Claims or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests Claims in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, unless it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”):): 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims or the right to acquire such claims or interests. (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used hereinassignment, the term “beneficial ownership” means the direct or indirect economic ownership ofparticipation, and/or the power, whether by contract or otherwise) within five (5) business days of its acquisition to a transferee that is an entity that is not an affiliate, to direct affiliated fund or affiliated entity with a common investment advisor, (B) the exercise transferee otherwise is a Permitted Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Commitment Party is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in the Debtor Claims that such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the voting rights and Debtor Claims who is not a Commitment Party without regard to the disposition of, requirements set forth in Section 6(a) hereof. (d) This Agreement shall in no way be construed to preclude the Commitment Parties from acquiring additional Debtor Claims/Interests or ; provided, however, that (i) any Commitment Party that acquires additional Debtor Claims, as applicable, after the right Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G of such acquisition, within five (5) business days following such acquisition, including the amount of such acquisition on a confidential and “professional eyes only” basis, which notice may be deemed to acquire such claims or interests.be provided

Transfer of Claims and Interests. (a) During Subject to the Effective Periodterms and conditions of this Agreement, no Commitment each Exchanging Party agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not in any manner with respect to any Affiliates of such Exchanging Party, as applicableuntil the Closing Date, shall not to (i) sell, usetransfer, assign, hypothecate, pledge, assign, transfer, permit the grant an Encumbrance or a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of any ownership such Exchanging Party’s Existing 2025 Notes acquired on or prior to the Existing 2025 Notes Acquisition Deadline (including any beneficial ownership3) in any Debtor Claims/Interests the “Applicable Existing Debt”), in whole or in part part, or (eachii) deposit any of such Exchanging Party’s Applicable Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Applicable Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 9(a) is referred to herein as a “Transfer”) ; “Transferred” shall have a meaning correlative thereto; and the Exchanging Party making such Transfer is referred to herein as the “Transferor”), which shall include, for the avoidance of doubt, any Transfer to any partyExchanging Party or any fund, unlessaccount or client managed, solely with respect advised or sub-advised by an investment manager of any Exchanging Party or any other entity, unless (A) such Transfer (other than any transfer to Debtor Claimsan Affiliate) is first consented to in writing by the Initial Exchanging Parties (which consent may be provided via email by Milbank LLP), it satisfies all of (B) in the following requirements (a event that such transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): is not (i) the intended transferee (x) is another Commitment an Exchanging Party, (yii) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisorlisted on Schedule 2 hereto, or (ziii) executes a transfer controlled Affiliate of any of the foregoing, such Transfer is first consented to by the Company (which consent may not be unreasonably withheld or delayed), and (C) in any event, such Person agrees in writing to be bound by the terms of this Agreement by executing and delivering to Wachtell Lipton and Millbank LLP a joinder agreement consented to by the Company in substantially in the form attached hereto as Exhibit B A prior to the effectiveness of the relevant Transfer and at least one (1) Business Day prior to the Existing 2025 Notes Acquisition Deadline (any such transferee, a “Permitted Transferee”). Any Transfer Agreement”) prior to or concurrently with the closing in violation of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, this Section 9 shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement void ab initio. Notwithstanding anything to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used contrary herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, restrictions set forth on Transfers set forth in this Section 9(a) shall not apply to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right Transfers made pursuant to acquire such claims or interestsSection 9(f).

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3ownership4) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such a Commitment Party, an a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker5 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 4 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3ownership5) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such a Commitment Party, an a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. 5 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker6 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used hereinassignment, the term “beneficial ownership” means the direct or indirect economic ownership ofparticipation, and/or the power, whether by contract or otherwise) within five (5) business days of its acquisition to a transferee that is an entity that is not an affiliate, to direct affiliated fund or affiliated entity with a common investment advisor, (B) the exercise transferee otherwise is a Permitted Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Commitment Party is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in the Debtor Claims that such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the voting rights Debtor Claims who is not a Commitment Party without regard to the requirements set forth in Section 6(a) hereof. (d) This Agreement shall in no way be construed to preclude the Commitment Parties from acquiring additional Debtor Claims/Interests; provided, however, that (i) any Commitment Party that acquires additional Debtor Claims, as applicable, after the Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G of such acquisition, within five (5) business days following such acquisition, including the disposition ofamount of such acquisition on a confidential and “professional eyes only” basis, which notice may be deemed to be provided by the filing of a statement with the Bankruptcy Court as required by Rule 2019 of the Federal Rules of Bankruptcy Procedure, including revised holdings information for such Commitment Party and (ii) such additional Debtor Claims/Interests shall automatically and immediately upon acquisition by a Commitment Party, as applicable, be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the right respective counsels to acquire such claims or intereststhe Commitment Parties).

Transfer of Claims and Interests. Each Consenting Claim Holder and Consenting Equityholder agrees that during the Restructuring Support Period such Consenting Claim Holder or Consenting Equityholder (aas the case may be) During the Effective Period, no Commitment Party, as applicable, shall not sell, usetransfer, loan, issue, pledge, hypothecate, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to ), directly or indirectly, in whole or in part, any partyof its Claims against or Interests in any Debtor (including grant any proxies, unlessdeposit any Claims against or Interests in any Debtor into a voting trust, solely or enter into a voting agreement with respect to Debtor Claimsany such Claims against or Interests in any of the Debtors), it satisfies unless the transferee thereof either (A) is also a Consenting Claim Holder or Consenting Equityholder holding the same type of Claims or Interests as the transferor (as applicable), or (B) prior to such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Claim Holder or Consenting Equityholder (as applicable) with respect to the Claims or Interests to be transferred and to be bound by all of the following requirements terms of this Agreement applicable to such Consenting Claim Holder or Consenting Equityholder (a transferee that satisfies such requirements, a “Permitted Transferee,” including with respect to any and all Claims or Interests it already may hold against or in any Debtor prior to such Transfer, ) by executing a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer joinder agreement in form and substance acceptable to the form attached hereto as Exhibit B Debtors and Rimrock (a “Transfer Joinder Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx), and R&G delivering an executed copy thereof within three two (32) business days following the closing of such Transfer. execution to (b1) Upon satisfaction of the requirements AGG c/o Xxxx Xxxxx, and (2) King & Spalding c/o Xxxxxx Xxxxxx, in Section 6(a), which event (ix) the Permitted Transferee transferee shall be deemed to be a Commitment Party hereunder, and, for hereunder to the avoidance extent of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any such transferred rights and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, obligations and (iiy) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 . Each Consenting Claim Holder and Consenting Equityholder agrees that acquires any Debtor Transfer of any Claims or Interests that does not comply with the purpose terms and intent of acting as a Qualified Marketmaker for such Debtor Claimsprocedures set forth herein shall be deemed void ab initio, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the applicable Debtor Claims/Interests or shall have the right to acquire enforce the voiding of such claims or interestsTransfer.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3ownership4) in any Debtor Claims/Interests in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker5 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 4 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During Subject to the Effective Periodterms and conditions of this Agreement, no Commitment Partyeach Consenting Party agrees, solely with respect to itself, as applicableexpressly identified and limited on its signature page, shall and not in any other manner with respect to any Affiliates, not to (i) sell, usetransfer, assign, hypothecate, pledge, assign, transfer, permit the grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of any ownership such Consenting Party’s Existing Debt that is subject to this Agreement (including any beneficial ownership3) in any Debtor Claims/Interests the “Applicable Existing Debt”), in whole or in part part, or (eachii) deposit any of such Consenting Party’s Applicable Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Applicable Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(a) is referred to herein as a “Transfer”) ; “Transferred” shall have a meaning correlative thereto; and the Consenting Party making such Transfer is referred to herein as the “Transferor”), unless the Transfer is to another Consenting Party, which shall include, for the avoidance of doubt, any Transfer to any partyfund, unlessaccount or client managed, solely with respect advised or sub-advised by an investment manager of a Consenting Party or any other entity consented to Debtor Claims, it satisfies all in writing by the Company (such consent in the case of Existing Debt in the following requirements (form of loans or commitments not to be unreasonably withheld or delayed) that agrees in writing to be bound by the terms of this Agreement by executing and delivering to Wachtell Lipton and Xxxxx Xxxx a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer joinder agreement in the form attached hereto as Exhibit B E prior to the effectiveness of the relevant Transfer (any such transferee, a “Transfer AgreementPermitted Transferee”); provided that notwithstanding anything to the contrary, and except as otherwise permitted by the Company, only holdings of Existing Debt held by Consenting Parties as of the Original Agreement Effective Date (or (i) prior as to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred andExisting Lumen Tech Senior Secured Notes, in the case of the Specified Lumen Tech Consenting Parties, as of the Agreement Effective Date and (i)(zii) aboveas to any note holdings of Consenting Lumen Tech Revolving Lenders Trading Desks as contemplated by the definition thereof, in the case of the Consenting Lumen Tech Revolving Lenders Trading Desks, as of the Agreement Effective Date) shall be permitted to exchange or transfer notes held thereby in the Transactions. Any Transfer in violation of this Section 8 shall be void ab initio. Notwithstanding anything to the contrary herein, the fully executed Transfer Agreement, restrictions set forth on Transfers set forth in this Section 8(a) shall be provided on a confidential and “professional eyes only” basis not apply to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed Transfers made pursuant to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, Section 8(g) and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent grant of any liens or encumbrances on Applicable Existing Debt in favor of a bank or broker-dealer holding custody of such transferred rights Applicable Existing Debt in the ordinary course of business and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with which lien or encumbrance is released upon the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interestsApplicable Existing Debt.

Transfer of Claims and Interests. (a) During Until the Effective Periodtermination of this Agreement, no Commitment Party, as applicable, Supporting Party shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) ownership)2 in any Debtor Creditor Claims/Interests , in whole or in part (each, a “Transfer”” provided, however that any pledge in favor of a bank or broker dealer at which a Supporting Party maintains an account, where such bank or broker dealer holds a security interest or other encumbrance over property in the account generally shall not be deemed a “Transfer” for any purposes hereunder) to any party, unless, solely with respect to Debtor Claims, unless it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Supporting Party, ; or (yii) as the execution of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B reasonably acceptable to the Company and the Supporting Parties (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, Transfer and provides the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis Agreement to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following Counsel to each Supporting Party substantially concurrent with the closing of such Transfer. 2 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Creditor Claims or the right to acquire such claims or interests. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Supporting Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Supporting Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker3 that acquires any Debtor Creditor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Creditor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G the counsel to the Supporting Parties a Transfer Agreement or Joinder Agreement in respect of such Debtor Creditor Claims if (Ai) such Qualified Marketmaker intends to subsequently transfer transfers such Debtor Creditor Claims (by purchase, sale, 3 As used hereinassignment, participation, or otherwise) within ten (10) business days of its acquisition to a transferee or (ii) the transferee otherwise is a Permitted Transferee (including, for the avoidance of doubt, the term “beneficial ownership” means requirement that such transferee execute a Transfer Agreement). To the direct or indirect economic ownership ofextent that a Supporting Party is acting in its capacity as a Qualified Marketmaker, and/or the powerit may transfer (by purchase, whether by contract sale, assignment, participation or otherwise) any right, title or interest in Creditor Claims that such Supporting Party acquires in its capacity as a Qualified Marketmaker from a holder of Creditor Claims who is not a Supporting Party without regard to direct the exercise requirements set forth in Section 6(a) hereof. (d) This Agreement shall in no way be construed to preclude the Supporting Parties from acquiring additional Creditor Claims; provided, however, that (i) any Supporting Party that acquires additional Creditor Claims, as applicable, after the Agreement Effective Date shall notify counsel to the Parties of such acquisition, including the amount of such acquisition, which notice may be deemed to be provided by the filing of a statement with the Bankruptcy Court as required by Rule 2019 of the voting rights Federal Rules of Bankruptcy Procedure, including revised holdings information for such Supporting Party and (ii) such additional Creditor Claims shall automatically and immediately upon acquisition by a Supporting Party, as applicable, be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the respective counsels to the Parties). (e) In addition, other than pursuant to a Permitted Transfer, any holder of Creditor Claims shall become a Party, and become obligated as a Supporting Party solely to the extent (i) such holder and the disposition ofCompany execute a joinder agreement in the form attached hereto as Exhibit A (a “Joinder Agreement”), and shall be deemed a Supporting Party and (ii) such joinder is delivered by the Debtor Claims/Interests or Company to counsel to the right Supporting Parties within three (3) business days following the execution thereof. (f) Any Transfer made in violation of this Section 6 shall be void ab initio. Any Supporting Party that effectuates a Permitted Transfer to acquire such claims or interests.a Permitted Transferee shall

Transfer of Claims and Interests. (a) During the Amended Effective Period, no Commitment Party, as applicable, Consenting Creditor shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership3) ownership)1 in any Debtor Claims/Interests the Second Lien Note Claims or Senior Unsecured Note Claims in whole or in part (each, a “Transfer”) to any party, unless, solely with respect to Debtor Claims, unless it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment PartyConsenting Creditor, (y) as of the date of such Transfer, the Commitment Party Consenting Creditor controls, is controlled by or is under common control with such Commitment Party, Consenting Creditor an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to Weil, K&E, MilbankAkin Gump, Xxxxx DayW&C, S&C, XxxxxxW&S, and R&G Milbank within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunderConsenting Creditor hereunder and shall be deemed to be a Consenting Second Lien Creditor or Consenting Senior Unsecured Creditor, or both, as applicable, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party Consenting Creditor under this Amended Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Amended Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 Marketmaker2 that acquires any Debtor Second Lien Note Claims or Senior Unsecured Note Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of Weil, K&E, MilbankAkin Gump, Xxxxx DayW&C, S&C, XxxxxxW&S, or R&G Milbank a Transfer Agreement in respect of such Debtor Second Lien Note Claims or Senior Unsecured Note Claims if (A) such Qualified Marketmaker intends to subsequently transfer transfers such Debtor Second Lien Note Claims or Senior Unsecured Note Claims (by purchase, sale, 3 assignment, participation, or otherwise) within three (3) business days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund or affiliated ____________________ 1 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests Claims or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During the Effective Period, no Commitment Party, as applicable, Each Consenting Noteholder shall not (i) sell, usetransfer, assign, hypothecate, pledge, assign, transfer, permit the grant a participation interest in, or otherwise dispose of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole of, directly or in part (eachindirectly, a “Transfer”) to any partyits right, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisortitle, or (z) executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement interest with respect to any and all claims of such Consenting Noteholder’s Senior Notes Claims against, or interests in, any Credit Party, as applicable, in whole or in part, or (ii) deposit any of such Consenting Noteholder’s Senior Notes Claims against, or interests in, any Credit Party, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Senior Notes Claims (the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, actions described in clauses (i) and (ii) of this Section 6(a) are collectively referred to herein as a “Transfer” and the transferor Consenting Noteholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Consenting Noteholder or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to the Company and counsel to the Consenting Noteholders a Transferee Joinder substantially in the form attached as Exhibit B hereof (the “Transferee Joinder”) at least two (2) Business Days prior to the effectiveness of the relevant Transfer. With respect to Claims against, or interests in, any Credit Party held by the relevant transferee upon the consummation of a Transfer in accordance herewith, such transferee shall be deemed to make all of the representations, warranties, and covenants of a Consenting Noteholder, as applicable, as set forth in this Agreement, and shall be deemed to be a Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (with respect to any such Senior Notes Claims that are the subject of a Transfer) under this Agreement and shall be released from its obligationsobligations (with respect to any such Senior Notes Claims against, or interests in, any Credit Party that are the subject of a Transfer) under hereunder. Any Transfer made in violation of this Section 6 shall be deemed null and void ab initio and of no force or effect. (b) Except as set forth in Section 6(a) hereof, nothing in this Agreement shall be construed as precluding any Consenting Noteholder or any of its affiliates from acquiring additional Senior Notes and corresponding Senior Notes Claims against, or interests in, any Credit Party; provided, however, that any such additional Senior Notes and Senior Notes Claims (other than from any affiliate of any such Consenting Noteholder that maintains or establishes an information-blocking device or “ethical wall” between it and such Consenting Noteholder) shall automatically be subject to the extent terms and conditions of such transferred rights and obligationsthis Agreement. (c) Notwithstanding Section 6(a)) herein, a Qualified Marketmaker4 (i) an entity that acquires any Debtor Claims with the purpose and intent of is acting in its capacity as a Qualified Marketmaker for such Debtor Claims, Market Maker shall not be required to execute and deliver be or to become a Consenting Noteholder in order to effect any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used hereinassignment, participation, or otherwise) of any Claims against, or interests in, the term “Company by a Consenting Noteholder to a transferee; provided, however, that such transfer by a Consenting Noteholder to a transferee shall be in all other respects in accordance with and subject to Section 6(a) herein; provided, further, that the foregoing exception will only be available in transactions where the Qualified Market Maker is not the ultimate beneficial ownership” means owner (within the direct meaning of Rule 13d-3 under the Securities Act) of such claim against, or indirect economic ownership ofinterest in, and/or the powerCompany; and (ii) to the extent that a Consenting Noteholder, whether acting in its capacity as a Qualified Market Maker, acquires any claim against, or interest in, the Company from a holder of such claim or interest that is not a Consenting Noteholder, such Consenting Noteholder may transfer (by contract purchase, sale, assignment, participation, or otherwise) such claim against, to direct the exercise of the voting rights and the disposition ofor interest in, the Debtor Claims/Interests Company without the requirement that the transferee be or the right to acquire such claims or interestsbecome a Consenting Noteholder in accordance with this Section 6.

Transfer of Claims and Interests. (a) During Subject to the Effective Periodterms and conditions of this Agreement, no Commitment Partyeach Consenting Term Lender agrees, solely with respect to itself, as applicableexpressly identified and limited on its signature page, shall and not in any other manner with respect to any Affiliates, not to (i) sell, usetransfer, assign, hypothecate, pledge, assign, transfer, permit the grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests such Consenting Term Lender’s Existing Term Loans, in whole or in part part, or (each, ii) deposit any of such Consenting Term Lender’s Existing Term Loans into a voting trust or grant any proxies or enter into a voting agreement with respect to any such Existing Term Loans (any of the actions described in clauses (i) and (ii) of this Section 7 (a) is referred to herein as a “Transfer”) ; “Transferred” has a meaning correlative thereto; and the Consenting Term Lender making such Transfer is referred to any partyherein as the “Transferor”), unlessunless the Transfer is to another Consenting Term Lender, solely with respect to Debtor Claims, it satisfies all an Affiliate of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment PartyTransferor, an affiliate, affiliated fund or affiliated entity with a common investment advisorAffiliate of another Consenting Term Lender, or (z) executes any other entity that, unless it is already a transfer Consenting Term Lender, shall first agree in writing to be bound by the terms of this Agreement by executing and delivering to the Company and the Ad Hoc Group Advisors a joinder agreement in the form attached hereto as Exhibit B (any such transferee, a “Permitted Transferee”); provided, further, that the Transferor shall provide prompt notice of any such Transfer Agreement”) prior to or concurrently with the closing Company and the Ad Hoc Group Advisors, which such notice shall be no later than the date of such Transfer; and (ii) notice . Any Transfer in violation of any Transfer, including the amount transferred and, in the case of (i)(z) above, the fully executed Transfer Agreement, this Section 7 shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such Transfervoid ab initio. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During Subject to the Effective Periodterms and conditions of this Agreement, no Commitment Partyeach Consenting Party agrees, solely with respect to itself, as applicableexpressly identified and limited on its signature page, shall and not in any other manner with respect to any Affiliates, not to (i) sell, usetransfer, assign, hypothecate, pledge, assign, transfer, permit the grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of any ownership such Consenting Party’s Existing Debt that is subject to this Agreement (including any beneficial ownership3) in any Debtor Claims/Interests the “Applicable Existing Debt”), in whole or in part part, or (eachii) deposit any of such Consenting Party’s Applicable Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Applicable Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(a) is referred to herein as a “Transfer”) ; “Transferred” shall have a meaning correlative thereto; and the Consenting Party making such Transfer is referred to herein as the “Transferor”), unless the Transfer is to another Consenting Party, which shall include, for the avoidance of doubt, any Transfer to any partyfund, unlessaccount or client managed, solely with respect advised or sub-advised by an investment manager of a Consenting Party or any other entity consented to Debtor Claims, it satisfies all in writing by the Company (such consent in the case of Existing Debt in the following requirements (form of loans not to be unreasonably withheld) that agrees in writing to be bound by the terms of this Agreement by executing and delivering to Wachtell Lipton and Xxxxx Xxxx a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Party, an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (z) executes a transfer joinder agreement in the form attached hereto as Exhibit B E prior to the effectiveness of the relevant Transfer (any such transferee, a “Permitted Transferee”); provided that notwithstanding anything to the contrary, and except as otherwise permitted by the Company, only holdings of Existing Debt held by Consenting Parties as of the Execution Date shall be permitted to participate in the Transactions. Any Transfer Agreement”in violation of this Section 8 shall be void ab initio. Notwithstanding anything to the contrary in this Section 8(a), the restrictions set forth on Transfers set forth in this Section 8(a) prior shall not apply to the grant of any liens or concurrently with the closing encumbrances on Applicable Existing Debt in favor of a bank or broker-dealer holding custody of such Transfer; and (ii) notice of any Transfer, including the amount transferred and, Applicable Existing Debt in the case ordinary course of (i)(z) above, business and which lien or encumbrance is released upon the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such TransferApplicable Existing Debt. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.

Transfer of Claims and Interests. (a) During Subject to the Effective Periodterms and conditions of this Agreement, no Commitment Partyeach Consenting Party agrees, solely with respect to itself, as applicableexpressly identified and limited on its signature page, shall and not in any other manner with respect to any Affiliates, not to (i) sell, usetransfer, assign, hypothecate, pledge, assign, transfer, permit the grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of any ownership (including any beneficial ownership3) in any Debtor Claims/Interests such Consenting Party’s Existing Debt, in whole or in part part, or (eachii) deposit any of such Consenting Party’s Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(a) is referred to herein as a “Transfer”) ; “Transferred” shall have a meaning correlative thereto; and the Consenting Party making such Transfer is referred to any partyherein as the “Transferor”), unless, solely with respect unless the Transfer is to Debtor Claims, it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) the intended transferee (x) is another Commitment Party, (y) as of the date of such Transfer, the Commitment Party controls, is controlled by or is under common control with such Commitment Consenting Party, an affiliateAffiliate of the Transferor, affiliated fund an Affiliate of another Consenting Party or affiliated entity with any other entity; provided that, such entity, unless it is already a common investment advisorConsenting Party, or (z) executes shall first agree in writing to be bound by the terms of this Agreement by executing and delivering to Xxxxxxxx & Xxxxxxxx, Xxxxx Xxxx and Xxxxxx Xxxx a transfer joinder agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with E; provided, further, the closing of such Transfer; and (ii) Transferor shall provide prompt notice of any Transfersuch Transfer to the Company, including Xxxxxxxx & Xxxxxxxx, Xxxxx Xxxx and Xxxxxx Xxxx, which such notice shall be no later than the amount transferred anddate of such Transfer (any such transferee, a “Permitted Transferee”). Any Transfer in violation of this Section 8 shall be void ab initio. Notwithstanding anything to the contrary in this Section 8(a), the restrictions set forth on Transfers set forth in this Section 8(a) shall not apply to the grant of any liens or encumbrances on Existing Debt in favor of a bank or broker-dealer holding custody of such Existing Debt in the case ordinary course of (i)(z) above, business and which lien or encumbrance is released upon the fully executed Transfer Agreement, shall be provided on a confidential and “professional eyes only” basis to K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G within three (3) business days following the closing of such TransferExisting Debt. (b) Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. (c) Notwithstanding Section 6(a), a Qualified Marketmaker4 that acquires any Debtor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a Transfer Agreement in respect of such Debtor Claims if (A) such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, 3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.