Common use of Transfer of Claims and Interests Clause in Contracts

Transfer of Claims and Interests. (a) Each Revolving Lender 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 Revolving Lender’s Revolving Facility Claims or Revolving Commitments, in whole or in part, or (ii) deposit any 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 (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 other 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 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 (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the 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 Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no 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 anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, 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 transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole or in partpart (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 (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker4 that acquires any 2022 Notes Debtor 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 become execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, in respect of such Debtor Claims if (A) such Qualified Marketmaker transfers intends to subsequently transfer such 2022 Notes Debtor Claims or Revolving Commitments (by purchase, sale, assignment3 As used herein, the term “beneficial ownership” means the direct or other similar means) indirect economic ownership of, and/or the power, whether by contract or otherwise, to a Permitted Transferee; provideddirect the exercise of the voting rights and the disposition of, that a Qualified Marketmaker’s failure the Debtor Claims/Interests or the right to comply with this Section 8(d) shall result in the transfer of acquire such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 claims or Revolving 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 Transfereeinterests. (e) The Parties acknowledge that all representations, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership5) in any Debtor Claims/Interests in whole or in partpart (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, controls, is controlled by or is under common control with a Commitment Party, a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests. (such party to a permitted transfer an “RCF Permitted Transferee”b) Upon satisfaction of the requirements in Section 6(a). Upon , (i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker6 that acquires any 2022 Notes Debtor 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 become execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, in respect of such Debtor Claims if (A) such Qualified Marketmaker transfers intends to subsequently transfer such 2022 Notes Debtor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) 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; provided, Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the extent any Commitment Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any ownership interests right, title or interest in the Debtor Claims that it such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the Debtor Claims that who is not a Consenting Noteholder or Revolving Lender Commitment Party without regard to a transferee 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 is not a Consenting Noteholder or Revolving Lender at (i) any Commitment Party that acquires additional Debtor Claims, as applicable, after the time Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G of such transfer without acquisition, within five (5) business days following such acquisition, including the requirement that amount of such acquisition on a confidential and “professional eyes only” basis, which notice may be deemed to be provided by the transferee 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 a Permitted Transfereedeemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the respective counsels to the Commitment Parties). (e) The Parties acknowledge that all representationsIn addition, warrantiesother than pursuant to a Permitted Transfer, covenantsany holder of Debtor Claims/Interests shall become a Party, and other agreements made by any Consenting Noteholder that is become obligated as a separately managed account of or advised by an investment manager are being made only with respect to the Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.Commitment Party,

Transfer of Claims and Interests. (a) Each Revolving Lender Until the termination of this Agreement, no Supporting Party shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitmentsownership (including any beneficial ownership)2 in any Creditor Claims, in whole or in partpart (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 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 is another Supporting Party; or (ii) deposit any the execution of a transfer agreement in the form reasonably acceptable to the Company and the Supporting Parties (a “Transfer Agreement”) prior to or concurrently with the closing of such Revolving Lender’s Revolving Facility Transfer and provides the fully executed Transfer Agreement to 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 Revolving Commitments into a voting trustthe right to acquire such claims or interests. (b) Upon satisfaction of the requirements in Section 6(a), or grant any proxies, or enter into a voting agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 be a 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker3 that acquires any 2022 Notes Creditor 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 Creditor Claims, shall not be required to become execute and deliver to any of the counsel to the Supporting Parties a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, Joinder Agreement in respect of such Creditor Claims if (i) such Qualified Marketmaker subsequently transfers such 2022 Notes Creditor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) within ten (10) business days of its acquisition to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and transferee or (ii) to the transferee otherwise is a Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferee execute a Transfer Agreement). To the extent any that a Supporting Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any ownership interests right, title or interest in the Creditor Claims that it such Supporting Party acquires in its capacity as a Qualified Marketmaker from a holder of Creditor Claims that who is not a Consenting Noteholder or Revolving Lender Supporting Party without regard to a transferee the 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 is not a Consenting Noteholder or Revolving Lender at (i) any Supporting Party that acquires additional Creditor Claims, as applicable, after the time Agreement Effective Date shall notify counsel to the Parties of such transfer without acquisition, including the requirement that amount of such acquisition, which notice may be deemed to be provided by the transferee 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 Supporting Party and (ii) such additional Creditor Claims shall automatically and immediately upon acquisition by a Supporting Party, as applicable, be a Permitted Transfereedeemed 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) The Parties acknowledge that all representationsIn addition, warrantiesother than pursuant to a Permitted Transfer, covenantsany holder of Creditor Claims shall become a Party, and other agreements made by any Consenting Noteholder that is become obligated as a separately managed account of or advised by an investment manager are being made only with respect Supporting Party solely to the Claims managed or advised by extent (i) such investment manager (holder and the Company execute a joinder agreement in the amount identified on the signature pages heretoform attached hereto as Exhibit A (a “Joinder Agreement”), and shall not apply to (or be deemed a Supporting Party and (ii) such joinder is delivered by the Company to be made in relation tocounsel to the Supporting Parties within three (3) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment managerbusiness days following the execution thereof.

Transfer of Claims and Interests. (a) Each Revolving Lender shall Subject to the terms and conditions of this Agreement, 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, until the Closing Date, not to (i) sell, transfer, assign, hypothecate, pledge, 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 such Revolving LenderExchanging Party’s Revolving Facility Claims Existing 2025 Notes acquired on or Revolving Commitmentsprior to the Existing 2025 Notes Acquisition Deadline (the “Applicable Existing Debt”), in whole or in part, or (ii) deposit any of such Revolving LenderExchanging Party’s Revolving Facility Claims or Revolving Commitments Applicable Existing Debt 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 Applicable Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(a9(a) are collectively is referred to herein as a “Revolving Facility Transfer”; “Transferred” shall have a meaning correlative thereto; and the Revolving Lender Exchanging Party making such Revolving Facility Transfer is referred to herein as the “Revolving Facility Transferor”), unless such Revolving Facility which shall include, for the avoidance of doubt, any Transfer is to another Revolving Lender any Exchanging Party or any fund, account or client managed, advised or sub-advised by an investment manager of any Exchanging Party or any other entity entity, unless (A) such Transfer (other than any transfer to an Affiliate) is first consented to in writing by the Initial Exchanging Parties (which consent may be provided via email by Milbank LLP), (B) in the event that such transferee is not (i) an Exchanging Party, (ii) listed on Schedule 2 hereto, or (iii) a controlled Affiliate of any of the foregoing, such Transfer is first agreesconsented to by the Company (which consent may not be unreasonably withheld or delayed), and (C) in writingany 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, counsel to the Administrative Agent, and counsel to the Ad Hoc Group a Revolving Lender Transferee Joinder Company in substantially in the form attached hereto as Exhibit D hereto (the “Revolving Lender Transferee Joinder”) at least two Business Days A prior to the effectiveness of the relevant Revolving Facility Transfer and at least one (such party 1) Business Day prior 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 Existing 2025 Notes Acquisition Deadline (with respect to any 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 (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the 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 Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transfereetransferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Any Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 9 shall be deemed null and void ab initio and of no 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) initio. Notwithstanding anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, or other similar means) to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with restrictions set forth on Transfers set forth in this Section 8(d9(a) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed Transfers made pursuant to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment managerSection 9(f).

Transfer of Claims and Interests. (a) Each Revolving Lender shall Subject to the terms and conditions of this Agreement, each Consenting Party agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in any other manner with respect to any of such Revolving Lender’s Revolving Facility Claims or Revolving CommitmentsAffiliates, in whole or in part, or (ii) deposit any 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 not to any such Revolving Facility Claims or Revolving Commitments (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 other 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 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 NoteholderParty’s 2022 Notes Claims Existing Debt that is subject to this Agreement (the “Applicable Existing Debt”), in whole or in part part, or (ii) deposit any of such Consenting NoteholderParty’s 2022 Notes Claims Applicable Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims Applicable Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(b8(a) are collectively is referred to herein as a “2022 Notes Claims Transfer”; “Transferred” shall have a meaning correlative thereto; and the Consenting Noteholder Party making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims the Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting NoteholderParty, which shall include, for the avoidance of doubt, any Transfer to any fund, account or client managed, advised or sub-advised by an investment manager of a Consenting Party or any other entity consented to in writing by the Company (such consent in the case of Existing Debt in the form of loans not to be unreasonably withheld) that first agrees, agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to Wachtell Lipton and Xxxxx Xxxx a Consenting Noteholder Transferee Joinder substantially joinder agreement in the form attached hereto as Exhibit E hereto (the “Consenting Noteholder Transferee Joinder”) and delivering such Consenting Noteholder Transferee Joinder prior 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 (any such party to a permitted transfer, a “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transfereetransferee, a “Permitted Transferee”). Upon ; provided that notwithstanding anything to the consummation contrary, and except as otherwise permitted by the Company, only holdings of a 2022 Notes Claims Transfer in accordance herewith, a 2022 Notes Permitted Transferee Existing Debt held by Consenting Parties as of the Execution Date shall be deemed permitted to make all of participate in 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 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunderTransactions. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no 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) initio. Notwithstanding anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, or other similar means) to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with in this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto8(a), and the restrictions set forth on Transfers set forth in this Section 8(a) shall not apply to (the grant of any liens or be deemed to be made encumbrances on Applicable Existing Debt in relation to) any Claims that may be beneficially owned by favor of a bank or broker-dealer holding custody of such Consenting Noteholder that are not managed Applicable Existing Debt in the ordinary course of business and which lien or advised by encumbrance is released upon the Transfer of such investment managerApplicable Existing Debt.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership4) in any Debtor Claims/Interests in whole or in partpart (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, controls, is controlled by or is under common control with a Commitment Party, a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker5 that acquires any 2022 Notes Debtor 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 become execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, in respect of such Debtor Claims if (A) such Qualified Marketmaker transfers intends to subsequently transfer such 2022 Notes Debtor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) 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; provided, Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the extent any Commitment Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any ownership interests right, title or interest in the Debtor Claims that it such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the Debtor Claims that who is not a Consenting Noteholder or Revolving Lender to a transferee that is not a Consenting Noteholder or Revolving Lender at the time of such transfer Commitment Party without the requirement that the transferee be a Permitted Transferee. (e) The Parties acknowledge that all representations, 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 regard to the Claims managed requirements set forth in Section 6(a) hereof. 4 As used herein, the term “beneficial ownership” means the direct or advised 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 investment manager (in the amount identified on the signature pages hereto), and shall not apply to (claims or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment managerinterests.

Transfer of Claims and Interests. (a) Each Revolving Lender shall Subject to the terms and conditions of this Agreement, each Consenting Party agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in any other manner with respect to any of such Revolving Lender’s Revolving Facility Claims or Revolving CommitmentsAffiliates, in whole or in part, or (ii) deposit any 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 not to any such Revolving Facility Claims or Revolving Commitments (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 other 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 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 NoteholderParty’s 2022 Notes Claims Existing Debt, in whole or in part part, or (ii) deposit any of such Consenting NoteholderParty’s 2022 Notes Claims Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(b8(a) are collectively is referred to herein as a “2022 Notes Claims Transfer”; “Transferred” shall have a meaning correlative thereto; and the Consenting Noteholder Party making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims the Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting NoteholderParty, an Affiliate of the Transferor, an Affiliate of another Consenting Party or any other entity that entity; provided that, such entity, unless it is already a Consenting Party, shall first agrees, agree in writing, writing to be bound by the terms of this Agreement by executing and delivering to Xxxxxxxx & Xxxxxxxx, Xxxxx Xxxx and Xxxxxx Xxxx a Consenting Noteholder Transferee Joinder substantially joinder agreement in the form attached hereto as Exhibit E hereto (E; provided, further, the “Consenting Noteholder Transferee Joinder”) and delivering Transferor shall provide prompt notice of any such Consenting Noteholder Transferee Joinder Transfer to the Company, counsel to Xxxxxxxx & Xxxxxxxx, Xxxxx Xxxx and Xxxxxx Xxxx, which such notice shall be no later than the Ad Hoc Group and counsel to the Administrative Agent within two Business Days date of the effectiveness of the relevant 2022 Notes Claims such Transfer (any such party to a permitted transfer, a “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transfereetransferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Any Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no 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) initio. Notwithstanding anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, or other similar means) to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with in this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto8(a), and the restrictions set forth on Transfers set forth in this Section 8(a) shall not apply to (the grant of any liens or be deemed to be made encumbrances on Existing Debt in relation to) any Claims that may be beneficially owned by favor of a bank or broker-dealer holding custody of such Consenting Noteholder that are not managed Existing Debt in the ordinary course of business and which lien or advised by encumbrance is released upon the Transfer of such investment managerExisting Debt.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Consenting Creditor shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility ownership (including any beneficial ownership)4 in the Creditor Claims or Revolving Commitments, in whole or in partpart (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 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 Consenting Creditor, (y) as of the date of such Transfer, the Consenting Creditor controls, is controlled by or is under common control with such transferee or is an affiliate, affiliate d fund or affiliated entity with a common investment advisor, or (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 to counsel to each Party within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) 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 be a Revolving Lender, as applicable, as set forth in this Agreement, Consenting Creditor hereunder and shall be deemed to be a Party and Consenting Noteholder, Consenting Certificateholder, or Consenting FES Creditor, or all, as applicable, and, for the avoidance of doubt, a Revolving Lender for all purposes Permitted Transferee is bound as a Consenting Creditor under this Agreement. Upon compliance Agreement with respect to any and all claims against, or interests in, any of the foregoingDebtors (including, without limitation, any Creditor Claims), whether held at the Revolving Facility Transferor 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 (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker5 that acquires any 2022 Notes Creditor 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 ClaimsCreditor Claims , shall not be required to become execute and deliver to counsel to any Party a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, in respect of such Creditor Claims if (A) such Qualified Marketmaker subsequently transfers such 2022 Notes Creditor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) 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 a Permitted Transferee; provideddirect the exercise of the voting rights and the disposition of, that a Qualified Marketmaker’s failure the Creditor Claims or the right to comply with this Section 8(d) shall result in the transfer of acquire such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 claims or Revolving 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 Transfereeinterests. (e) The Parties acknowledge that all representations, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership4) in any Debtor Claims/Interests in whole or in partpart (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 (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker5 that acquires any 2022 Notes Debtor 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 become a party execute and deliver to this Agreement as a Consenting Noteholder or Revolving Lenderany of K&E, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchaseMilbank, saleXxxxx Day, assignmentS&C, Xxxxxx, or other similar means) to R&G a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result Transfer Agreement in the transfer respect of such Debtor Claims if (A) such 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 Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 claims or Revolving 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 Transfereeinterests. (e) The Parties acknowledge that all representations, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole or in partpart (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 (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) under this Agreement to the extent of such transferred rights and shall be released from its obligations (with respect to any such Revolving Facility Claims obligations. 3 As used herein, the term “beneficial ownership” means the direct 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 indirect economic ownership of, directly and/or the power, whether by contract or indirectlyotherwise, its right, title, or interest with respect to any direct the exercise of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a the voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” rights and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoingdisposition of, the 2022 Notes Claims Transferor shall be deemed Debtor Claims/Interests or the right to relinquish its rights (with respect to any acquire such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) under this Agreement and shall be released from its obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force claims or effectinterests. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker4 that acquires any 2022 Notes Debtor 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 become execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, in respect of such Debtor Claims if (A) such Qualified Marketmaker transfers intends to subsequently transfer such 2022 Notes Debtor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) 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; provided, Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the extent any Commitment Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any ownership interests right, title or interest in the Debtor Claims that it such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the Debtor Claims that who is not a Consenting Noteholder or Revolving Lender Commitment Party without regard to a transferee 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 is not a Consenting Noteholder or Revolving Lender at (i) any Commitment Party that acquires additional Debtor Claims, as applicable, after the time Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and R&G of such transfer without acquisition, within five (5) business days following such acquisition, including the requirement that amount of such acquisition on a confidential and “professional eyes only” basis, which notice may be deemed to be provided by the transferee 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 a Permitted Transfereedeemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the respective counsels to the Commitment Parties). (e) The Parties acknowledge that all representationsIn addition, warrantiesother than pursuant to a Permitted Transfer, covenantsany holder of Debtor Claims/Interests shall become a Party, and other agreements made by any Consenting Noteholder that is become obligated as a separately managed account of or advised by an investment manager are being made only with respect Commitment Party, solely to the Claims managed extent (i) the ascension of such 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 advised by delayed) and (ii) (x) such investment manager (holder executes a joinder agreement in the amount identified on the signature pages heretoform attached hereto as Exhibit C (a “Joinder Agreement”), and shall not apply to (or be deemed a Commitment Party hereunder and (y) such joinder is delivered on a confidential and “professional eyes only” basis to be made in relation toK&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 Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.ownership

Transfer of Claims and Interests. (a) Each Revolving Subject to the terms and conditions of this Agreement and the Election Procedures (if any), each Consenting Term Lender shall agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in any other manner with respect to any of such Revolving Lender’s Revolving Facility Claims or Revolving CommitmentsAffiliates, in whole or in part, or (ii) deposit any 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 not to any such Revolving Facility Claims or Revolving Commitments (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 other 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 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 NoteholderTerm Lender’s 2022 Notes Claims Existing Term Loans, in whole or in part part, or (ii) deposit any of such Consenting NoteholderTerm Lender’s 2022 Notes Claims Existing Term Loans into a voting trust, trust or grant any proxies, proxies or enter into a voting agreement with respect to any such 2022 Notes Claims Existing Term Loans (any of the actions described in clauses (i) and (ii) of this Section 8(b7(a) are collectively is referred to herein as a “2022 Notes Claims Transfer”; “Transferred” has a meaning correlative thereto; and the Consenting Noteholder Term Lender making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims the Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting NoteholderTerm Lender, an Affiliate of the Transferor, an Affiliate of another Consenting Term Lender, or any other entity that that, unless it is already a Consenting Term Lender shall (x) first agrees, agree in writing, writing to be bound by the terms of this Agreement by executing and delivering to the Company and the Ad Hoc Group Advisors a Consenting Noteholder Transferee Joinder substantially joinder agreement in the form attached hereto as Exhibit E hereto B and (y) agree to be bound by the “Consenting Noteholder Transferee Joinder”) and delivering such Consenting Noteholder Transferee Joinder Transferor’s Lender Election except to the Company, counsel to the Ad Hoc Group extent Company Parties and counsel to the Administrative Agent within two Business Days of the effectiveness of the relevant 2022 Notes Claims Transfer Required Consenting Lenders agree (such party consent not to be unreasonably withheld, conditioned or delayed) to a permitted transfer, change in a “2022 Notes Permitted Transferee”, and together with Lender Election (any RCF Permitted Transfereesuch transferee, a “Permitted Transferee”). Upon ; provided, further, that the consummation Transferor shall provide prompt notice of a 2022 Notes Claims any such Transfer in accordance herewithto the Company and the Ad Hoc Group Advisors, a 2022 Notes Permitted Transferee which such notice shall be deemed to make all no later than the date 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 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 7 or the Election Procedures (if any), shall be deemed null and void ab initio and of no 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 anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, 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 transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender Until the termination of this Agreement, no Supporting Party shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitmentsownership (including any beneficial ownership)2 in any Creditor Claims, in whole or in partpart (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 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 is another Supporting Party; or (ii) deposit any the execution of a transfer agreement in the form reasonably acceptable to the Company and the Supporting Parties (a “Transfer Agreement”) prior to or concurrently with the closing of such Revolving Lender’s Revolving Facility Transfer and provides the fully executed Transfer Agreement to 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 Revolving Commitments into a voting trustthe right to acquire such claims or interests. (b) Upon satisfaction of the requirements in Section 6(a), or grant any proxies, or enter into a voting agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 be a 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker3 that acquires any 2022 Notes Creditor 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 Creditor Claims, shall not be required to become execute and deliver to any of the counsel to the Supporting Parties a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, Joinder Agreement in respect of such Creditor Claims if (i) such Qualified Marketmaker subsequently transfers such 2022 Notes Creditor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) within ten (10) business days of its acquisition to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and transferee or (ii) to the transferee otherwise is a Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferee execute a Transfer Agreement). To the extent any that a Supporting Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any ownership interests right, title or interest in the Creditor Claims that it such Supporting Party acquires in its capacity as a Qualified Marketmaker from a holder of Creditor Claims that who is not a Consenting Noteholder or Revolving Lender Supporting Party without regard to a transferee the 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 is not a Consenting Noteholder or Revolving Lender at (i) any Supporting Party that acquires additional Creditor Claims, as applicable, after the time Agreement Effective Date shall notify counsel to the Parties of such transfer without acquisition, including the requirement that amount of such acquisition, which notice may be deemed to be provided by the transferee 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 Supporting Party and (ii) such additional Creditor Claims shall automatically and immediately upon acquisition by a Supporting Party, as applicable, be a Permitted Transfereedeemed 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) The Parties acknowledge that all representationsIn addition, warrantiesother than pursuant to a Permitted Transfer, covenantsany holder of Creditor Claims shall become a Party, and other agreements made by any Consenting Noteholder that is become obligated as a separately managed account of or advised by an investment manager are being made only with respect Supporting Party solely to the Claims managed or advised by extent (i) such investment manager (holder and the Company execute a joinder agreement in the amount identified on the signature pages heretoform attached hereto as Exhibit A (a “Joinder Agreement”), and shall not apply to (or be deemed a Supporting Party and (ii) such joinder is delivered by the Company to be counsel to the Supporting Parties within three (3) business days following the execution thereof. (f) Any Transfer made in relation to) any Claims violation of this Section 6 shall be void ab initio. Any Supporting Party that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.effectuates a Permitted Transfer to a Permitted Transferee shall

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) Each Revolving Lender shall not (i) sell, transfer, assignloan, issue, pledge, hypothecate, pledge, grant a participation interest inassign, or otherwise dispose ofof (each, a “Transfer”), 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, any of its Claims against or Interests in any Debtor (ii) including grant any proxies, deposit any of such Revolving Lender’s Revolving Facility Claims against or Revolving Commitments Interests in any Debtor into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Revolving Facility Claims against or Revolving Commitments (Interests in any of 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”Debtors), 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 Revolving Facility Transfer is Transfer, agrees in writing for the benefit of the Parties to another Revolving Lender become a Consenting Claim Holder or any other entity that first agrees, in writing, Consenting Equityholder (as applicable) with respect to the Claims or Interests to be transferred and to be bound by all of the terms of this Agreement applicable to such Consenting Claim Holder or Consenting Equityholder (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 joinder agreement in form and substance acceptable to the Debtors and Rimrock (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) business days following such execution to the Company, counsel to the Administrative Agent(1) AGG c/o Xxxx Xxxxx, and counsel to (2) King & Spalding c/o Xxxxxx Xxxxxx, in which event (x) 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 transferee shall be deemed to be a Party hereunder to the extent of such transferred rights and a Revolving Lender for all purposes under this Agreement. Upon compliance with obligations and (y) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) under this Agreement to the extent of such transferred rights and shall be released from its obligations (with respect to obligations. Each Consenting Claim Holder and Consenting Equityholder agrees that any such Revolving Facility Transfer of any Claims or Revolving Commitments Interests 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 does not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest comply with respect to any of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the 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 Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no 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 anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, procedures set forth herein shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, 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 transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) the applicable Debtor shall have the right to enforce the 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 Revolving Lender to a transferee that is not a Consenting Noteholder or Revolving Lender at the time voiding of such transfer without the requirement that the transferee be a Permitted TransfereeTransfer. (e) The Parties acknowledge that all representations, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership5) in any Debtor Claims/Interests in whole or in partpart (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, controls, is controlled by or is under common control with a Commitment Party, a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests. (such party to a permitted transfer an “RCF Permitted Transferee”b) Upon satisfaction of the requirements in Section 6(a). Upon , (i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker6 that acquires any 2022 Notes Debtor 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 become execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, in respect of such Debtor Claims if (A) such Qualified Marketmaker transfers intends to subsequently transfer such 2022 Notes Debtor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) 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; provided, Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the extent any Commitment Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any ownership interests right, title or interest in the Debtor Claims that it such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the Debtor Claims that who is not a Consenting Noteholder or Revolving Lender Commitment Party without regard 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 Transfereerequirements set forth in Section 6(a) hereof. (ed) The This Agreement shall in no way be construed to preclude the Commitment Parties acknowledge from acquiring additional Debtor Claims/Interests; provided, however, that all representations(i) any Commitment Party that acquires additional Debtor Claims, warrantiesas applicable, covenantsafter the Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and other agreements made by any Consenting Noteholder that is a separately managed account R&G of or advised by an investment manager are being made only with respect to the Claims managed or advised by such investment manager acquisition, within five (in 5) business days following such acquisition, including the amount identified of such acquisition on the signature pages hereto)a confidential and “professional eyes only” basis, and shall not apply to (or which notice may be deemed to be made in relation toprovided 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) any Claims that may such additional Debtor Claims/Interests shall automatically and immediately upon acquisition by a Commitment Party, as applicable, be beneficially owned by deemed subject to the terms of this Agreement (regardless of when or whether notice of such Consenting Noteholder that are not managed or advised by such investment manageracquisition is given to the respective counsels to the Commitment Parties).

Transfer of Claims and Interests. (a) Each Revolving Subject to the terms and conditions of this Agreement, each Consenting Term Lender shall agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in any other manner with respect to any of such Revolving Lender’s Revolving Facility Claims or Revolving CommitmentsAffiliates, in whole or in part, or (ii) deposit any 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 not to any such Revolving Facility Claims or Revolving Commitments (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 other 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 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 NoteholderTerm Lender’s 2022 Notes Claims Existing Term Loans, in whole or in part part, or (ii) deposit any of such Consenting NoteholderTerm Lender’s 2022 Notes Claims Existing Term Loans into a voting trust, trust or grant any proxies, proxies or enter into a voting agreement with respect to any such 2022 Notes Claims Existing Term Loans (any of the actions described in clauses (i) and (ii) of this Section 8(b7 (a) are collectively is referred to herein as a “2022 Notes Claims Transfer”; “Transferred” has a meaning correlative thereto; and the Consenting Noteholder Term Lender making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims the Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting NoteholderTerm Lender, an Affiliate of the Transferor, an Affiliate of another Consenting Term Lender, or any other entity that that, unless it is already a Consenting Term Lender, shall first agrees, agree in writing, writing to be bound by the terms of this Agreement by executing and delivering to the Company and the Ad Hoc Group Advisors a Consenting Noteholder Transferee Joinder substantially joinder agreement in the form attached hereto as Exhibit E hereto B (the “Consenting Noteholder Transferee Joinder”) and delivering any 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transfereetransferee, a “Permitted Transferee”). Upon ; provided, further, that the consummation Transferor shall provide prompt notice of a 2022 Notes Claims any such Transfer in accordance herewithto the Company and the Ad Hoc Group Advisors, a 2022 Notes Permitted Transferee which such notice shall be deemed to make all no later than the date 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 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 7 shall be deemed null and void ab initio and of no 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 anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, 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 transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership4) in any Debtor Claims/Interests in whole or in partpart (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, controls, is controlled by or is under common control with a Commitment Party, a Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated entity with a common investment advisor, or (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker5 that acquires any 2022 Notes Debtor 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 become a party execute and deliver to this Agreement as a Consenting Noteholder or Revolving Lenderany of K&E, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchaseMilbank, saleXxxxx Day, assignmentS&C, Xxxxxx, or other similar means) to R&G a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result Transfer Agreement in the transfer respect of such Debtor Claims if (A) such 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 Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 claims or Revolving 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 Transfereeinterests. (e) The Parties acknowledge that all representations, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Amended Effective Period, no Consenting Creditor shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility ownership (including any beneficial ownership)1 in the Second Lien Note Claims or Revolving Commitments, Senior Unsecured Note Claims in whole or in partpart (each, a “Transfer”) to any party, 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 Consenting Creditor, (y) as of the date of such Transfer, the Consenting Creditor controls, is controlled by or is under common control with such Consenting Creditor an affiliate, affiliated fund or affiliated entity with a common investment advisor, or (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 to Weil, K&E, Akin Gump, W&C, W&S, and Milbank within three (3) business days following the closing of such Transfer. (b) Upon satisfaction of the relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) 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 be a Revolving Lender, as applicable, as set forth in this Agreement, Consenting Creditor hereunder and shall be deemed to be a Party and Consenting Second Lien Creditor or Consenting Senior Unsecured Creditor, or both, as applicable, and, for the avoidance of doubt, a Revolving Lender for all purposes Permitted Transferee is bound as a Consenting Creditor under this Agreement. Upon compliance Amended Agreement with respect to any and all claims against, or interests in, any of the foregoingDebtors, whether held at the Revolving Facility Transferor 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 (with respect to any 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 (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the 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 Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 Transferobligations) under this Amended Agreement to the extent of such transferred rights and shall be released from its obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 2022 Notes Second Lien Note Claims or Revolving Commitments subject to this Agreement held by a Consenting Noteholder or Revolving Lender Senior Unsecured Note Claims with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to become execute and deliver to any of Weil, K&E, Akin Gump, W&C, W&S, or Milbank a party to this Transfer Agreement as a Consenting Noteholder in respect of such Second Lien Note Claims or Revolving Lender, Senior Unsecured Note Claims if (A) such Qualified Marketmaker subsequently transfers such 2022 Notes Second Lien Note Claims or Revolving Commitments Senior Unsecured Note Claims (by purchase, sale, assignment, participation, or other similar meansotherwise) to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with this Section 8(dwithin three (3) shall result in the transfer business days of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving Lender acquisition 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, warranties, covenants, and other agreements made by any Consenting Noteholder an entity that is a separately managed account 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 or advised by an investment manager are being made only with respect the right to the Claims managed acquire such claims or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment managerinterests.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility ownership (including any beneficial ownership3) in any Debtor Claims or Revolving Commitments, in whole or in partpart (each, a “Transfer”) to any party, 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 (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker4 that acquires any 2022 Notes Debtor 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 become execute and deliver to any of K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, or R&G a party to this Transfer Agreement as a Consenting Noteholder or Revolving Lender, in respect of such Debtor Claims if (A) such Qualified Marketmaker transfers intends to subsequently transfer such 2022 Notes Debtor Claims or Revolving Commitments (by purchase, sale, assignment, participation, or other similar meansotherwise) 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; provided, Transferee and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Qualified Marketmaker’s failure to comply with this Section 8(d) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the extent any Commitment Party is acting solely in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any ownership interests right, title or interest in the Debtor Claims that it such Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the Debtor Claims that who is not a Consenting Noteholder or Revolving Lender Commitment Party without regard 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 Transfereerequirements set forth in Section 6(a) hereof. (ed) The This Agreement shall in no way be construed to preclude the Commitment Parties acknowledge from acquiring additional Debtor Claims; provided, however, that all representations(i) any Commitment Party that acquires additional Debtor Claims, warrantiesas applicable, covenantsafter the Agreement Effective Date shall notify K&E, Milbank, Xxxxx Day, S&C, Xxxxxx, and other agreements made by any Consenting Noteholder that is a separately managed account R&G of or advised by an investment manager are being made only with respect to the Claims managed or advised by such investment manager acquisition, within five (in 5) business days following such acquisition, including the amount identified of such acquisition on the signature pages hereto)a confidential and “professional eyes only” basis, and shall not apply to (or which notice may be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.provided

Transfer of Claims and Interests. (a) Each Revolving Lender 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 Revolving Lender’s Revolving Facility Claims or Revolving Commitments, in whole or in part, or (ii) deposit any 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 (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 other 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 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 Senior Notes Claims against, or interests in, any Credit Party, as applicable, in whole or in part part, or (ii) deposit any of such Consenting Noteholder’s 2022 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 2022 Senior Notes Claims (the actions described in clauses (i) and (ii) of this Section 8(b6(a) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, 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 Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit E hereto B hereof (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 at least two (2) Business Days of prior to the effectiveness of the relevant 2022 Notes Transfer. With respect to Claims Transfer (such party to a permitted transferagainst, a “2022 Notes Permitted Transferee”or interests in, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon Credit Party held by the relevant transferee upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, a 2022 Notes Permitted Transferee 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 2022 Notes Claims Transferor shall be deemed to relinquish its rights (with respect to any such 2022 Senior Notes Claims that are the subject of a 2022 Notes Claims Transfer) under this Agreement and shall be released from its obligations (with respect to any such 2022 Senior Notes Claims against, or interests in, any Credit Party that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 6 shall be deemed null and void ab initio and of no force or effect. (cb) Except as set forth in Section 8(a) or 8(b6(a) hereof, nothing in this Agreement shall be construed as precluding any Consenting Noteholder or Revolving Lender or any of their respective Affiliates its affiliates from acquiring additional 2022 Senior Notes and corresponding Senior Notes Claims against, or Revolving Commitmentsinterests in, any Credit Party; provided, however, that any such additional 2022 Senior Notes or Revolving Commitments and Senior Notes Claims (other than 2022 Notes or Revolving Commitments held by from any Affiliate 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 LenderNoteholder) shall automatically be subject to the terms and conditions of this Agreement. (dc) Notwithstanding anything to the contrary Section 6(a) herein, (i) a Qualified Marketmaker2 an entity that acquires any 2022 Notes Claims or Revolving Commitments subject to this Agreement held by a Consenting Noteholder or Revolving Lender with the purpose and intent of is acting in its capacity as a Qualified Marketmaker for such Claims, Market Maker shall not be required to be or to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments in order to effect any transfer (by purchase, sale, assignment, participation, or other similar meansotherwise) of any Claims against, or interests in, the Company by a Consenting Noteholder to a Permitted Transfereetransferee; 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 Marketmaker’s failure to comply with this Section 8(dMarket Maker is not the ultimate beneficial owner (within the meaning of Rule 13d-3 under the Securities Act) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initioclaim against, or interest in, the Company; and (ii) to the extent any Party is that a Consenting Noteholder, acting solely in its capacity as a Qualified MarketmakerMarket Maker, it may transfer acquires any ownership interests in claim against, or interest in, the Claims that it acquires Company from a holder of Claims such claim or interest that is not a Consenting Noteholder or Revolving Lender to a transferee that is not a Noteholder, such Consenting Noteholder may transfer (by purchase, sale, assignment, participation, or Revolving Lender at otherwise) such claim against, or interest in, the time of such transfer Company without the requirement that the transferee be or become a Permitted Transferee. (e) The Parties acknowledge that all representations, 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 in accordance with respect to the Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment managerthis Section 6.

Transfer of Claims and Interests. (a) Each Revolving Lender shall Subject to the terms and conditions of this Agreement, each Consenting Party agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in any other manner with respect to any of such Revolving Lender’s Revolving Facility Claims or Revolving CommitmentsAffiliates, in whole or in part, or (ii) deposit any 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 not to any such Revolving Facility Claims or Revolving Commitments (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 other 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 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 NoteholderParty’s 2022 Notes Claims Existing Debt that is subject to this Agreement (the “Applicable Existing Debt”), in whole or in part part, or (ii) deposit any of such Consenting NoteholderParty’s 2022 Notes Claims Applicable Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims Applicable Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(b8(a) are collectively is referred to herein as a “2022 Notes Claims Transfer”; “Transferred” shall have a meaning correlative thereto; and the Consenting Noteholder Party making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims the Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting NoteholderParty, which shall include, for the avoidance of doubt, any Transfer to any fund, account or client managed, advised or sub-advised by an investment manager of a Consenting Party or any other entity consented to in writing by the Company (such consent in the case of Existing Debt in the form of loans or commitments not to be unreasonably withheld or delayed) that first agrees, agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to Wachtell Lipton and Xxxxx Xxxx a Consenting Noteholder Transferee Joinder substantially joinder agreement in the form attached hereto as Exhibit E hereto (the “Consenting Noteholder Transferee Joinder”) and delivering such Consenting Noteholder Transferee Joinder prior 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 (any such party to a permitted transfer, a “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transfereetransferee, a “Permitted Transferee”). Upon ; provided that notwithstanding anything to the consummation contrary, and except as otherwise permitted by the Company, only holdings of a 2022 Notes Claims Transfer Existing Debt held by Consenting Parties as of the Original Agreement Effective Date (or (i) as to Existing Lumen Tech Senior Secured Notes, in accordance herewiththe case of the Specified Lumen Tech Consenting Parties, a 2022 Notes Permitted Transferee as of the Agreement Effective Date and (ii) as 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 deemed permitted to make all of exchange or transfer notes held thereby in 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 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunderTransactions. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no 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) initio. Notwithstanding anything to the contrary herein, (i) a Qualified Marketmaker2 that acquires any 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 Claims, shall not be required to become a party to this Agreement as a Consenting Noteholder or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, or other similar means) to a Permitted Transferee; provided, that a Qualified Marketmaker’s failure to comply with restrictions set forth on Transfers set forth in this Section 8(d8(a) shall result in the transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (i) Transfers made pursuant to Section 8(g) and (ii) the grant of any liens or be deemed to be made encumbrances on Applicable Existing Debt in relation to) any Claims that may be beneficially owned by favor of a bank or broker-dealer holding custody of such Consenting Noteholder that are not managed Applicable Existing Debt in the ordinary course of business and which lien or advised by encumbrance is released upon the Transfer of such investment managerApplicable Existing Debt.

Transfer of Claims and Interests. (a) Each Revolving Lender During the Effective Period, no Commitment Party, as applicable, shall not (i) sell, use, pledge, assign, transfer, assign, hypothecate, pledge, grant a permit the participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to of any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments, ownership (including any beneficial ownership3) in any Debtor Claims/Interests in whole or in partpart (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 (iiz) deposit any of such Revolving Lender’s Revolving Facility Claims or Revolving Commitments into executes a voting trust, or grant any proxies, or enter into a voting transfer agreement with respect to any such Revolving Facility Claims or Revolving Commitments (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 other 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 hereto as Exhibit D hereto B (the a “Revolving Lender Transferee JoinderTransfer Agreement”) at least two Business Days prior to or concurrently with the effectiveness 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 relevant Revolving Facility Transfer requirements in Section 6(a), (such party to a permitted transfer an “RCF Permitted Transferee”). Upon i) the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee shall be deemed to make 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 representationsDebtors, warrantieswhether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, 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 (ii) the foregoing, the Revolving Facility Transferor transferor shall be deemed to relinquish its rights (with respect to any such Revolving Facility Claims and Revolving Commitments that are the subject of a Revolving Facility Transferbe released from its obligations) 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 extent of such Consenting Noteholder’s 2022 Notes Claims in whole or in part or (ii) deposit any of such Consenting Noteholder’s 2022 Notes Claims into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such 2022 Notes Claims (the actions described in clauses (i) transferred rights and (ii) of this Section 8(b) are collectively referred to herein as a “2022 Notes Claims Transfer” and the Consenting Noteholder making such 2022 Notes Claims Transfer is referred to herein as the “2022 Notes Claims Transferor”), unless such 2022 Notes Claims Transfer is to an Affiliate, affiliated fund or account, affiliated entity with a common investment advisor, another Consenting Noteholder, or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing a Consenting Noteholder Transferee Joinder substantially in the form attached as Exhibit 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 “2022 Notes Permitted Transferee”, and together with any RCF Permitted Transferee, a “Permitted Transferee”). Upon the consummation of a 2022 Notes Claims Transfer in accordance herewith, 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 Party and a Consenting Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the 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 obligations (with respect to any such 2022 Notes Claims that are the subject of a 2022 Notes Claims Transfer) hereunder. Any 2022 Notes Claims Transfer made in violation of this Section 8 shall be deemed null and void ab initio and of no force or effectobligations. (c) Except as set forth in Notwithstanding Section 8(a) or 8(b) hereof6(a), 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 anything to the contrary herein, (i) a Qualified Marketmaker2 Marketmaker4 that acquires any 2022 Notes Debtor 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 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, shall not be required /Interests or the right to become a party to this Agreement as a Consenting Noteholder acquire such claims or Revolving Lender, if such Qualified Marketmaker transfers such 2022 Notes Claims or Revolving Commitments (by purchase, sale, assignment, 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 transfer of such Claims to such Qualified Marketmaker being deemed void ab initio, and (ii) to the 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 Revolving 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 Transfereeinterests. (e) The Parties acknowledge that all representations, 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 Claims managed or advised by such investment manager (in the amount identified on the signature pages hereto), and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by such Consenting Noteholder that are not managed or advised by such investment manager.