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 EXECUTION VERSION 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.

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 EXECUTION VERSION 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 does not comply with the subject of a Revolving Facility Transfer) hereunder. Any Revolving Facility Transfer made in violation of this Section 8 terms and procedures set forth herein shall be deemed null and void ab initio initio, and the applicable Debtor shall have the right to enforce the voiding of no force or effectsuch Transfer.

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 in any other manner with respect to any Affiliates, not to (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 Consenting Term Lender’s Revolving Facility Claims or Revolving CommitmentsExisting Term Loans, in whole or in part, or (ii) deposit any of such Revolving Consenting Term Lender’s Revolving Facility Claims or Revolving Commitments Existing Term Loans into a voting trust, trust or grant any proxies, proxies or enter into a voting agreement with respect to any such Revolving Facility Claims or Revolving Commitments Existing Term Loans (any of the actions described in clauses (i) and (ii) of this Section 8(a7(a) are collectively is referred to herein as a “Revolving Facility Transfer”; “Transferred” has a meaning correlative thereto; and the Revolving Consenting Term Lender making such Revolving Facility Transfer is referred to herein as the “Revolving Facility Transferor”), unless such Revolving Facility the Transfer is to another Revolving Lender Consenting Term 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, counsel to the Administrative Agent, Company and counsel to the Ad Hoc Group Advisors a Revolving Lender Transferee Joinder substantially joinder agreement in the form attached hereto as Exhibit D hereto B (the any such transferee, a “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”); provided, further, that the Transferor shall provide prompt notice of any such Transfer to the Company and the Ad Hoc Group Advisors, which such notice shall be no later than the date of such Transfer. Any Transfer in violation of this Section 7 shall be void ab initio. (b) Upon the EXECUTION VERSION 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 Consenting Term Lender, as applicable, as set forth in this Agreement, Agreement and shall be deemed to be a Party and a Revolving Consenting Term Lender for all purposes under this Agreementhereunder. Upon compliance (c) A Consenting Term Lender that Transfers Existing Term Loans to a Permitted Transferee in accordance with the foregoing, the Revolving Facility Transferor terms of this Section 7 shall (i) 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 under this Agreement solely to the extent of such Transferred Existing Term Loans, (with respect ii) not be liable to any such Revolving Facility Claims or Revolving Commitments that are Party to this Agreement for the subject failure 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.the

Transfer of Claims and Interests. (a) Each Revolving Lender 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 Revolving LenderConsenting Noteholder’s Revolving Facility Senior Notes Claims against, or Revolving Commitmentsinterests in, any Credit Party, as applicable, in whole or in part, or (ii) deposit any of such Revolving LenderConsenting Noteholder’s Revolving Facility Senior Notes Claims against, or Revolving Commitments 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 Revolving Facility Senior Notes Claims or Revolving Commitments (the actions described in clauses (i) and (ii) of this Section 8(a6(a) are collectively referred to herein as a “Revolving Facility Transfer” and the Revolving Lender Consenting Noteholder making such Revolving Facility Transfer is referred to herein as the “Revolving Facility Transferor”), unless such Revolving Facility Transfer is to another Revolving Lender Consenting Noteholder or any other entity that first agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to the Company, counsel to the Administrative Agent, Company and counsel to the Ad Hoc Group Consenting Noteholders a Revolving Lender Transferee Joinder substantially in the form attached as Exhibit D hereto B hereof (the “Revolving Lender Transferee Joinder”) at least two (2) Business Days prior to the effectiveness of the relevant Revolving Facility Transfer (such party Transfer. With respect to a permitted transfer an “RCF Permitted Transferee”). Upon Claims against, or interests in, any Credit Party held by the EXECUTION VERSION relevant transferee upon the consummation of a Revolving Facility Transfer in accordance herewith, such RCF Permitted Transferee transferee shall be deemed to make all of the representations, warranties, and covenants of a Revolving LenderConsenting Noteholder, as applicable, as set forth in this Agreement, and shall be deemed to be a Party and a Revolving Lender Consenting Noteholder 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 Senior Notes 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 Senior Notes Claims against, or Revolving Commitments interests in, any Credit Party that are the subject of a Revolving Facility Transfer) hereunder. Any Revolving Facility Transfer made in violation of this Section 8 6 shall be deemed null and void ab initio and of no force or effect.