Common use of Transfer of Claims Clause in Contracts

Transfer of Claims. (a) Each Consenting Creditor agrees that, during the Restructuring Support Period, it shall not sell, transfer, loan, issue, pledge, hypothecate, assign, or otherwise dispose of (each, a “Transfer”) any of its Claims or any option thereon or any right or interest therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) (including grant any proxies, deposit any Subject Claims into a voting trust or enter into a voting agreement with respect to any such Subject Claims), unless the transferee thereof either (i) is a Consenting Creditor, or (ii) before such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of Transfer, the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1) the transferee shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred rights and obligations and all other Claims it may own or control, and (2) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Transfer of any Subject Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor agrees thatFor so long as this Agreement has not been terminated pursuant to Section 8 as to any Fidelity Fund in respect of any of the Fidelity Claims or NEE, during the Restructuring Support Periodthat Fidelity Fund or NEE, it as applicable, shall not sell, transfer, loan, issueuse, pledge, hypothecateassign, assigntransfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership) in any of its Claims or any option thereon or any right or interest therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) (including grant any proxies, deposit any Subject Claims into a voting trust or enter into a voting agreement with respect to any such Subject Claims), unless the intended transferee thereof either (i) is a Consenting Creditor, or (ii) before such Transfer, agrees in writing for executes and delivers to NEE and the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a joinder EFH/EFIH Debtors an executed transfer agreement substantially in the form attached hereto as Exhibit E B (a “Joinder Transfer Agreement”) before such Transfer is effective (it being understood that any Transfer shall not be effective until notification of such Transfer and a copy of the executed Transfer Agreement is provided to counsel to NEE and the EFH/EFIH Debtors, on the terms set forth herein); and after giving effect to such Transfer, and delivering an executed copy thereof within two (2) Business Days following assuming the Alternative E-Side Plan and the transactions contemplated therein will be consummated immediately upon such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of Transfer, the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes none of this Section 9(a)), in which event (1) the transferee shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred rights and obligations and all other Claims it may own or controlintended transferee, and (2) the transferor shall be deemed intended transferee’s affiliates, (3) any unaffiliated third-party in which the intended transferee has a direct or indirect beneficial ownership, and/or (4) any group of persons acting pursuant to relinquish its rights a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Transfer of any Subject Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, that for the avoidance of doubt, that upon any purchasein accordance with Treasury Regulations Section 1.355-6(c)(4)(ii), acquisition, none of the Fidelity Funds will be treated as acting pursuant to a plan or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity arrangement as a Qualified Marketmakerresult of its being a Party or participating in the Alternative E-Side Plan and the transactions contemplated therein), acquires will have beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized EFH Common Stock. A transferee that satisfies the requirements set forth in Section 4.05(a) shall be a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer “Permitted Transferee,” and such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangementTransfer, a “Customary Securities Lending ArrangementPermitted Transfer”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor agrees that, during prior to the Restructuring Support Periodtermination of this Agreement, it shall not (a) sell, transfer, loan, issueassign, pledge, convey, hypothecate, assigngrant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of (each, a “Transfer”) any of such Consenting Creditor’s interest in its Claims applicable Claim(s) in whole or any option thereon or any right or interest therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) part (including any voting rights associated with such Claims), or (b) grant any proxies, deposit any Subject Claims of such Consenting Creditor’s interests in the applicable Claim(s) into a voting trust trust, or enter into a voting agreement with respect to any such Subject Claimsinterest (collectively, the actions described in clauses (a) and (b), a “Transfer”), unless the transferee thereof either (i) such Transfer is a to another Consenting Creditor, Creditor that is party to this Agreement or (ii) before such Transfer, any other entity that agrees in an enforceable writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable by executing and delivering to the Consenting Creditors (including Debtors, with respect a copy to any counsel to the Ad Hoc Committee and all Subject Claims it already may hold against or in Counsel to the Company before such Transfer) by executing UCC, a joinder agreement to this Agreement substantially in the form attached hereto as Exhibit E D or such alternative form agreed to in writing by the Debtors (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if each such transferee fails to timely deliver such notice of Transfer, becoming upon the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1) the transferee shall be deemed to be Transfer a Consenting Creditor hereunder hereunder). With respect to Claims held by the extent relevant transferee upon consummation of a Transfer, such transferred rights transferee is deemed to make all of the representations and obligations and all other Claims it may own warranties of a Consenting Creditor set forth in Section 3.7 of this Agreement. Upon any transfer made in compliance with the foregoing or controlto a Qualified Marketmaker acting in its capacity as such, and (2) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Any Transfer made in violation of this Agreement shall be deemed null and void and of no force or effect, regardless of any Subject Claims prior notice provided to the Debtors, and shall not create any obligation or liability of the Debtors to the purported transferee (it being understood that does not comply with the putative transferor shall continue to be bound by the terms and procedures conditions set forth herein in this Agreement). In no event shall be deemed void ab initio, and each other Party shall have this Agreement impose on the right Consenting Creditors an obligation to enforce disclose the voiding of such Transfer, provided, however, price for the avoidance of doubt, that upon any purchase, acquisition, or assumption by which any Consenting Creditor has disposed of any Subject ClaimsClaim. Notwithstanding the foregoing, (i) a party to this Agreement may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in Claims against the Debtors to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Creditor so long as such Subject Qualified Marketmaker transfers (by purchase, sale, assignment, participation or otherwise) such right, title and or interest within five (5) Business Days of its receipt thereof, provided that any subsequent transfer (by purchase, sale, assignment, participation or otherwise) by such Qualified Marketmaker of the right, title or interest in such Claims shall automatically be deemed against the Debtors is to be subject to all the terms of this Agreement. For the avoidance of doubt, if a transferee that is or becomes a Consenting Creditor, and (ii) to the extent that a party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in Claims against the Debtors that the Qualified Marketmaker acquires a Claim from a holder of the Claims that who is not a Consenting Creditor, as applicable, it may Transfer such Claim Creditor without the requirement that the transferee be or become a Supporting NoteholderConsenting Creditor. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangementthese purposes, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor agrees thatSignatory Investor shall not, during after the Restructuring Support PeriodAgreement Effective Date and until the termination of this Agreement, it shall not (i) sell, transfer, loan, issueassign, pledge, hypothecate, assigngrant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of (each, a “Transfer”) any of its such Signatory Investor’s Claims or interests, as applicable, in whole or in part, or (ii) deposit any option thereon of such Signatory Investor’s Claims or any right interests, as applicable, into a voting trust, or interest therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) (including grant any proxies, deposit any Subject Claims into a voting trust or enter into a voting agreement with respect to any such Subject ClaimsClaims or Interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Signatory Investor making such Transfer is referred to herein as the “Transferor”), unless the transferee thereof either such Transfer is to (ix) is a Consenting Creditor, another party to an Investor PSA or (iiy) before such Transfer, any other entity that first agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing and delivering to [ ]1 an executed Investor PSA or a transferee joinder agreement substantially in the form attached hereto as Exhibit E B (a the “Joinder AgreementTransferee Joinder”). Upon consummation of a Transfer in accordance herewith, a transferee is deemed to make all of the representations, warranties, and delivering an executed copy thereof within two (2) Business Days following such execution to Skaddencovenants of a Signatory Investor, Xxxxxx Xxxxxas applicable, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of Transferset forth in this Agreement. Upon compliance with the foregoing, the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1) the transferee shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred rights and obligations and all other Claims it may own or control, and (2) the transferor Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claimTransfer) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Any Transfer made in violation of any Subject Claims that does not comply with the terms and procedures set forth herein this Section 5 shall be deemed null and void ab initioinitio and of no force or effect, regardless of any prior notice provided to the Debtors and/or any Signatory Investor, and each shall not create any obligation or liability of any Debtors or any other Party party to an Investor PSA to the purported transferee. Notwithstanding the foregoing, the restrictions on Transfer set forth in this Section 5(a) shall have not apply to the right to enforce the voiding grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such Transfer, provided, however, for claims and interests in the avoidance ordinary course of doubt, that business and which lien or encumbrance is released upon any purchase, acquisition, or assumption by any Consenting Creditor the Transfer of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (claims and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunderinterests.

Transfer of Claims. (a) Each Consenting Creditor agrees that, during During the Restructuring Support Effective Period, it no Supporting Lender shall not sell, transfercontract to sell, loangive, issueassign, participate, hypothecate, pledge, hypothecateencumber, assigngrant a security interest in, offer, sell any option or Contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of Law or otherwise (each, a “Transfer”) any of its Claims all or any option thereon or any right or interest therein or any other portion of the Claims against or interests in arising under the Company Prepetition Credit Agreement (collectively, the “Subject Prepetition Credit Agreement Claims”) (including grant granting any proxies, deposit any Subject depositing such Prepetition Credit Agreement Claims into a voting trust or enter entering into a voting agreement with respect to any such Subject Prepetition Credit Agreement Claims); provided, unless however, that any Supporting Lender may Transfer any of its Prepetition Credit Agreement Claims to any Person (so long as such Transfer is not otherwise prohibited by any order of the transferee thereof either Bankruptcy Court) that (i) is a Consenting Creditor, or (ii) before such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or writing, in the Company before such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E C (a “Joinder AgreementTransferee Joinder”), and delivering an executed copy thereof within two to be bound by the terms of this Agreement (2each such transferee, a “Transferee”) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank or (ii) is a Supporting Lender; provided that if upon any purchase, acquisition or assumption by any Supporting Lender of any Prepetition Credit Agreement Claims, such transferee fails Prepetition Credit Agreement Claims shall automatically be deemed to timely deliver such notice be subject to the terms of this Agreement. Subject to the terms and conditions of any order of the Bankruptcy Court limiting a Transfer, the transferor may transferring Supporting Lender shall provide the Company and its counsel and the Prepetition Agent with a copy of any Transferee Joinder executed by such noticeTransferee within one (1) Business Day following such execution. In the case of a Transfer to a Person that is not a Supporting Lender, the Transfer shall only be effective upon execution and any notice so delivered shall be deemed effective for purposes delivery of this Section 9(a)), a Transferee Joinder in which event (1A) the transferee Transferee shall be deemed to be a Consenting Creditor Supporting Lender hereunder with respect to the extent all of such transferred rights and obligations and all other its owned or controlled Prepetition Credit Agreement Claims it may own or control, and (2B) the transferor Party shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement solely to the extent of such transferred rights Prepetition Credit Agreement Claims. With respect to Prepetition Credit Agreement Claims held by the relevant Transferee upon consummation of a Transfer, such Transferee is deemed to make all of the representations and obligationswarranties of a Supporting Lender set forth in this Agreement. Each Consenting Creditor agrees that any Any Transfer of any Subject Claims Supporting Lender’s Prepetition Credit Agreement Claim that does not comply with the terms and procedures set forth herein foregoing shall be deemed void ab initio, initio and the Company and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor agrees thatExcept as expressly provided herein, during the Restructuring Support Period, it this Agreement shall not in any way restrict the right or ability of any Party to sell, use, assign, transfer, loan, issue, pledge, hypothecate, assigngrant any participation or other beneficial interest in, or otherwise dispose of (each, a “Transfer”) any claims as such term is defined in section 101(5) of its Claims or any option thereon or any right or interest therein or any other Claims against or interests in the Company Bankruptcy Code (each a “Claim” and, collectively, the “Subject Claims”); provided, however, that, for the period commencing as of the PSA Effective Date (as defined below) (including grant any proxiesuntil the termination of this Agreement pursuant to the terms hereof, deposit any Subject Claims into a voting trust or enter into a voting agreement each Party agrees, solely with respect to itself, that it shall not Transfer any such Subject Claims), and any purported Transfer of Claims shall be null and void ab initio, unless the transferee thereof either (i) the transferee is a Consenting CreditorParty, or (ii) before if the transferee is not a Party, such Transfer, agrees transferee delivers to the Company (in writing for the benefit any manner permitted by Section 15.14 hereof) within three (3) business days of the Parties Transfer an executed joinder to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E 2 (a “Joinder Agreement”)) pursuant to which such transferee shall have assumed all obligations of the Party transferring such Claims and shall become a Party to this Agreement, provided, further that this provision shall not apply to a disposition in connection with a pledge or grant of a security interest in any Claim made in good faith by a Party in connection with any financing if such pledge agrees to vote the Claims in favor of the Plan, provided, further, that, if the transferor of the Claims is a Creditor Co-Proponent, the transferee of such Claims (or any subsequent transferee) shall not become or be deemed to become a Creditor Co-Proponent, and delivering an executed copy thereof within two (2) Business Days following such execution to Skaddenshall not undertake the commitments of the Creditor Co-Proponents under the Private Placement Agreement or the Backstop Commitment Agreement, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if but such transferee fails of such Claims shall become a Party to timely deliver this Agreement as an Additional Supporting Creditor Party hereto. The failure by a Party to comply with the Transfer procedure described in the first proviso of the immediately preceding sentence (resulting in such notice of Transfer, the transferor may provide such notice, Transfer becoming null and any notice so delivered void ab initio) shall be deemed effective not constitute a material breach for purposes of this Section 9(a)), in which event (112.02(h) the transferee shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred rights and obligations and all other Claims it may own or control, and (2) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Transfer of any Subject Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholderhereof. For the avoidance of doubt, to the extent that not already a Consenting Creditor’s Priority Guaranteed Notes or Legacy NotesParty to this Agreement, or other securities issued by the Company may be loaned a transferee of Claims under this Agreement shall become a Party to this Agreement with respect to any and all Claims owned by such Consenting Creditor Party, and any and all such Claims owned by such transferee party shall automatically and immediately upon joinder of such transferee party to this Agreement be deemed subject to all of the terms of this Agreement. This Agreement shall in no way be construed to preclude any Party from acquiring additional Claims; provided, however, that any such additional Claims acquired by a Party shall automatically and immediately upon acquisition by such Party be deemed subject to all of the terms of this Agreement, whether or not notice of such acquisition is given to the Company, and that, so long as this Agreement has not been terminated, such Party shall vote (or cause to be voted) any such additional Claims in favor of the Plan in accordance and consequently pledgedconsistent with Sections 3.01(a), hypothecated4.01(a) and 5.01(a) hereof, encumberedas applicable, or rehypothecated by) provided, further, that any and all Claims acquired by any member of the Noteholder Co-Proponents shall not be acquired in such party’s capacity as part of customary securities lending arrangements an “Initial Party” (each as defined in the Restructuring Term Sheet), but shall be acquired in such arrangement, party’s capacity as a “Customary Securities Lending Arrangement”)Phase Two Private Placement Party,” “Additional Private Placement Party,” “Phase Two Backstop Party,” or “Additional Backstop Party,” each as defined in the Restructuring Term Sheet, and as applicable, provided, further, that in no event shall any such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any Transfer relieve a Party hereto from liability for its breach or non-performance of its obligations under this Agreement or hereunder prior to the Backstop Commitment date of delivery of such Joinder Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor agrees that, during prior to the Restructuring Support Periodtermination of this Agreement, it shall not (a) sell, transfer, loan, issueassign, pledge, convey, hypothecate, assigngrant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of (each, a “Transfer”) any of such Consenting Creditor’s interest in its Claims applicable Claim(s) in whole or any option thereon or any right or interest therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) part (including any voting rights associated with such Claims), or (b) grant any proxies, deposit any Subject Claims of such Consenting Creditor’s interests in the applicable Claim(s) into a voting trust trust, or enter into a voting agreement with respect to any such Subject Claimsinterest (collectively, the actions described in clauses (a) and (b), a “Transfer”), unless the transferee thereof either (i) such Transfer is a to another Consenting Creditor, Creditor that is party to this Agreement or (ii) before such Transfer, any other entity that agrees in an enforceable writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable by executing and delivering to the Consenting Creditors (including Debtors, with respect a copy to any counsel to the Ad Hoc Committee and all Subject Claims it already may hold against or in Counsel to the Company before such Transfer) by executing UCC, a joinder agreement to this Agreement substantially in the form attached hereto as Exhibit E D or such alternative form agreed to in writing by the Debtors (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if each such transferee fails to timely deliver such notice of Transfer, becoming upon the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1) the transferee shall be deemed to be Transfer a Consenting Creditor hereunder hereunder). With respect to Claims held by the extent relevant transferee upon consummation of a Transfer, such transferred rights transferee is deemed to make all of the representations and obligations and all other Claims it may own warranties of a Consenting Creditor set forth in Section 3.7 of this Agreement. Upon any transfer made in compliance with the foregoing or controlto a Qualified Marketmaker acting in its capacity as such, and (2) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Any Transfer made in violation of this Agreement shall be deemed null and void and of no force or effect, regardless of any Subject Claims prior notice provided to the Debtors, and shall not create any obligation or liability of the Debtors to the purported transferee (it being understood that does not comply with the putative transferor shall continue to be bound by the terms and procedures conditions set forth herein in this Agreement). In no event shall be deemed void ab initio, and each other Party shall have this Agreement impose on the right Consenting Creditors an obligation to enforce disclose the voiding of such Transfer, provided, however, price for the avoidance of doubt, that upon any purchase, acquisition, or assumption by which any Consenting Creditor has disposed of any Subject ClaimsClaim. Notwithstanding the foregoing, (i) a party to this Agreement may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in Claims against the Debtors to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Creditor so long as such Subject Qualified Marketmaker transfers (by purchase, sale, assignment, participation or otherwise) such right, title and or interest within five (5) Business Days of its receipt thereof, provided that any subsequent transfer (by purchase, sale, assignment, participation or otherwise) by such Qualified Marketmaker of the right, title or interest in such Claims shall automatically be deemed against the Debtors is to be subject to all the terms of this Agreement. For the avoidance of doubt, if a transferee that is or becomes a Consenting Creditor, and (ii) to the extent that a party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in Claims against the Debtors that the Qualified Marketmaker acquires a Claim from a holder of the Claims that who is not a Consenting Creditor, as applicable, it may Transfer such Claim Creditor without the requirement that the transferee be or become a Supporting NoteholderConsenting Creditor. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangementthese purposes, a “Customary Securities Lending Arrangement”Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against the Debtors (including debt securities or other debt) or enter with customers into long and short positions in claims against the Debtors (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against the Debtors, and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any (y) is in fact regularly in the business of its obligations under this Agreement making a market in claims against issuers or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunderborrowers (including debt securities or other debt).

Transfer of Claims. (a) Each Consenting Creditor The Supporting Party agrees that, during the Restructuring Support Period, that so long as this Agreement has not been terminated in accordance with its terms it shall not directly or indirectly sell, transfer, loan, issue, pledge, hypothecate, assignor otherwise transfer or dispose of or grant, issue, or otherwise dispose of sell any option, right to acquire, voting, participation, or other interest in any First Lien Credit Agreement Claims (each, each a “Transfer”) any of its Claims or any option thereon or any right or interest therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) (including grant any proxies, deposit any Subject Claims into a voting trust or enter into a voting agreement with respect to any such Subject Claims), unless the transferee thereof either (i) is a Consenting Creditorthereof, or (ii) before prior to such Transfer, agrees in writing for the benefit of the Parties to become subject to the terms and conditions of this Agreement as a Consenting Creditor “Supporting Party” and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a the joinder agreement substantially in the form attached hereto as Exhibit E C (a the “Joinder Agreement”), ) and delivering an executed copy thereof thereof, within two (2) Business Days following business days of such execution execution, to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of Transfer, the transferor may provide such notice, and any notice so delivered shall be deemed effective counsel for purposes of this Section 9(a))Cypress, in which event (1i) the transferee shall be deemed to be a Consenting Creditor Supporting Party hereunder to the extent of such transferred rights and obligations and all other Claims it may own or control, and (2ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) obligations under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor The Supporting Party agrees that any Transfer of any Subject Claims that does not comply with the terms and procedures set forth herein foregoing shall be deemed void ab initio, and each other Party Cypress shall have the right to enforce the voiding of avoid such Transfer. This Agreement shall in no way be construed to preclude any First Lien Credit Agreement Claim Holder from acquiring additional Claims; provided that any such additional Claims shall, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor agrees thatExcept as expressly provided herein, during the Restructuring Support Period, it this Agreement shall not in any way restrict the right or ability of any Consenting Debtholder to sell, transfer, loan, issue, pledge, hypothecateuse, assign, transfer or otherwise dispose of (each, a “Transfer”) any Claims; provided, however, that for a period commencing as of its Claims or any option thereon or any right or interest therein or any other Claims against or interests in the Company date such Consenting Debtholder executes this Agreement until the termination of this Agreement pursuant to the terms hereof (collectivelysuch period, the “Subject ClaimsRestricted Period”) (including grant any proxies, deposit any Subject Claims into a voting trust or enter into a voting agreement with respect to any such Subject Claims), no Consenting Debtholder shall Transfer any Claims, and any purported Transfer of Claims shall be void and without effect, unless (a) the transferee thereof either (i) is a Consenting CreditorDebtholder, or (iib) before if the transferee is not a Consenting Debtholder, such transferee delivers to Revel, at or prior to the time of the proposed Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a joinder an executed transfer agreement substantially in the form attached hereto as Exhibit E 2 (a “Joinder Agreement”), and delivering an executed copy thereof within two ) pursuant to which (2i) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails shall assume all obligations of the Consenting Debtholder transferor hereunder in respect of the Claims Transferred (such transferee, if any, to timely deliver such notice of Transfer, the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1) the transferee shall be deemed to also be a “Consenting Creditor hereunder to the extent of such transferred rights and obligations and all other Claims it may own or control, Debtholder” hereunder) and (2ii) the transferor such transferring Consenting Debtholder shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Transfer of any Subject Claims Any transfer that does not comply with the terms and procedures set forth herein foregoing shall be deemed void ab initio, and each other Party . This Agreement shall have in no way be construed to preclude the right to enforce the voiding of such Transfer, Consenting Debtholders from acquiring additional Claims; provided, however, for the avoidance that any additional Claims acquired by a Consenting Debtholder, other than in its capacity as a Qualified Marketmaker of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically and immediately upon acquisition by a Consenting Debtholder be deemed to be subject to all of the terms of this AgreementAgreement whether or not notice is given to the Revel of such acquisition and that, so long as this Agreement has not been terminated, the Consenting Debtholder shall vote (or cause to be voted) any such Claims entitled to vote on the Plan, in each case to the extent still held by it or on its behalf at the time of such vote, in favor of the Plan, consistent with Section 2.01(a) hereof. Notwithstanding the foregoing, a Qualified Marketmaker that acquires Claims shall not be required to execute a Joinder Agreement to the extent that it is acting solely in its capacity as Qualified Marketmaker of any such Claims. For these purposes, a “Qualified Marketmaker” means an entity that (x) holds itself out to the public or to the applicable private markets as standing ready in the ordinary course of its business to purchase Claims from customers and sell Claims to customers, in its capacity as a dealer or market maker in any such Claims, and (y) in fact regularly makes a two-way market in such Claims. For the avoidance of doubt, if the exceptions provided herein for transfers to or from a Qualified Marketmaker are provided solely to allow a Qualified Marketmaker to engage in market-making activities with respect to Claims that are not expressly subject to this Agreement, and any Claims subject to this Agreement, whether held by a Qualified Marketmaker or another Consenting Debtholder, are subject to the foregoing requirement that, upon any transfer, the transferee shall deliver to Revel an executed Joinder Agreement pursuant to which such transferee shall assume all obligations of the Consenting Debtholder transferor hereunder in respect of the Claims Transferred; provided, however, that any Claim subject to this Agreement shall be timely voted in accordance with this Agreement, whether held by a Consenting CreditorDebtholder, acting in its capacity as a Qualified Marketmaker, acquires or transferee who has signed a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Joinder Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor Lender party hereto agrees that, during the Restructuring Support Period, that it shall not not, directly or indirectly, in whole or in part, sell, transfercontract to sell, loangive, issueassign, participate, hypothecate, pledge, hypothecateencumber, assigngrant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (each, a “Transfer”) any of its Claims or any option thereon or any right or interest (voting or otherwise) therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) (including grant granting any proxies, deposit depositing any Subject Claims into a voting trust or enter entering into a voting agreement with respect to any such Subject Claims); provided, unless however, that any Consenting Lender may Transfer any of its Claims or Post-Effective Date Claims (as defined below) to any person or entity (so long as such Transfer is not otherwise prohibited by any order of the transferee thereof either Bankruptcy Court) that (i) is a Consenting Creditor, or (ii) before such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or writing, in the Company before such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E D (a “Joinder AgreementTransferee Joinder”), to be bound by the terms of this Agreement (each such transferee, a “Transferee Lender”) or (ii) is a Consenting Lender, provided, that upon any purchase, acquisition or assumption by any Consenting Lender of any Claims, such Claims shall automatically be deemed to be subject to the terms of this Agreement. Subject to the terms and delivering an conditions of any order of the Bankruptcy Court, the transferring Consenting Lender shall provide Arch Coal and the First Lien Agent with a copy of any Transferee Joinder executed copy thereof by such Transferee Lender within two (2) Business Days business days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of Transfer, the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1A) the transferee Transferee Lender shall be deemed to be a Consenting Creditor Lender hereunder with respect to the extent all of such transferred its owned or controlled Claims and rights and obligations and all other Claims it may own or control, interests (voting or otherwise) and (2B) the transferor Lender shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement solely to the extent of such transferred rights Claims. With respect to Claims held by the relevant Transferee Lender upon consummation of a Transfer, such Transferee Lender is deemed to make all of the representations and obligationswarranties of a Consenting Lender set forth in this Agreement. Each Consenting Creditor agrees that any Any Transfer of any Subject Claims Consenting Lender’s claim that does not comply with the terms and procedures set forth herein foregoing shall be deemed void ab initio, initio and the Company and each other Party Consenting Lender shall have the right to enforce the voiding of such Transfer. The restrictions in this Section 4.07 are in addition to any Transfer restrictions in the First Lien Credit Agreement and, providedin the event of a conflict, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting Transfer restrictions contained in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereundercontrol.

Transfer of Claims. (a) Each This Agreement shall in no way be construed to preclude any Consenting Creditor agrees that, during the Restructuring Support Period, it shall not sell, transfer, loan, issue, pledge, hypothecate, assign, or otherwise dispose of (each, a “Transfer”) any of its affiliates from acquiring additional Claims. Any such additional Claims or any option thereon or any right or interest therein or any other Claims against or interests in acquired by the Company (collectively, the “Subject Claims”) (including grant any proxies, deposit any Subject Claims into a voting trust or enter into a voting agreement with respect to any such Subject Claims), unless the transferee thereof either (i) is a Consenting Creditor, or (ii) before such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of Transfer, the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1) the transferee shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred rights and obligations and all other Claims it may own or control, and (2) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Transfer of any Subject Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For If at any time requested by the avoidance Debtors, each Consenting Creditor shall promptly (and, in no event later than three (3) Business Days after such request) inform the Debtors of doubtthe aggregate principal amount of Claims for which, if as of the date of such request, it is the legal owner, beneficial owner and/or investment advisor or manager for the legal or beneficial owner. In no event shall anything in this Agreement impose on any Consenting Creditor an obligation to disclose the price paid for any Claims. Notwithstanding anything to the contrary in this Agreement, the obligations of a Consenting CreditorCreditor shall not apply to any right, acting title or interest in Claims against the Debtors that are held, as of the date of this Agreement, or acquired thereafter, in a fiduciary, agency or other representative capacity for third party customers, clients or accountholders with respect to which such Consenting Creditor does not have discretionary authority. The obligations under Section 3.3 of this Agreement of a Consenting Creditor that is also a Qualified Marketmaker shall apply only to such Claims made expressly subject to this Agreement and any Claims acquired hereafter except to the extent acquired by such Consenting Creditor in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, Notwithstanding anything to the extent that a contrary herein, if any Consenting Creditor serves on the UCC, the terms of this Agreement shall not be construed to limit such Consenting Creditor’s Priority Guaranteed Notes or Legacy Notesexercise of fiduciary duties in its role as a member of the UCC, or other securities issued by and any exercise of such fiduciary duties shall not be deemed to constitute a breach of this Agreement; provided, that service as a member of the Company may be loaned by UCC shall not relieve such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any in its non-UCC capacity of its obligations under this Agreement or Agreement. To induce the Backstop Commitment Debtors to enter into and perform their obligations under this Agreement, such Customary Securities Lending Arrangement shall each Consenting Creditor, severally but not be deemed a Transfer hereunder.jointly, represents, warrants and acknowledges as follows:

Transfer of Claims. (a) Each Consenting Creditor agrees thatExcept as expressly provided herein, during the Restructuring Support Period, it this Agreement shall not in any way restrict the right or ability of any Party to sell, transfer, loan, issue, pledge, hypothecateuse, assign, transfer or otherwise dispose of (each, a “Transfer”) any claims as such term is defined in section 101(5) of its Claims or any option thereon or any right or interest therein or any other Claims against or interests in the Company Bankruptcy Code (each a “Claim” and, collectively, the “Subject Claims”) (including grant ); provided, however, that, for the period commencing as of the PSA Effective Date until the termination of this Agreement pursuant to the terms hereof, no Party shall Transfer any proxiesClaims, deposit and any Subject purported Transfer of Claims into a voting trust or enter into a voting agreement with respect to any such Subject Claims)shall be null and void ab initio, unless (a) the transferee thereof either (i) is a Consenting CreditorParty, or (iib) before if the transferee is not a Party, such Transfer, agrees transferee delivers to the Company (in writing for the benefit any manner permitted by Section 11.15 hereof) within three (3) business days of the Parties Transfer an executed joinder to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E 2 (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) Business Days following such execution pursuant to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if which such transferee fails to timely deliver shall have assumed all obligations of the Party transferring such notice Claims and shall become a Party; provided, further, that, if the transferor of Transferthe Claims is a Consenting Noteholder, the transferor may provide transferee of such notice, Claims shall also become a Consenting Noteholder. The failure by a Party to comply with the Transfer procedure described in the first proviso of the immediately preceding sentence (resulting in such Transfer becoming null and any notice so delivered void ab initio) shall be deemed effective not constitute a material breach for purposes of this Section 9(a)), in which event (17.01(b) the transferee shall be deemed to be a Consenting Creditor hereunder to the extent of such transferred rights and obligations and all other Claims it may own or control, and (2) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor agrees that any Transfer of any Subject Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if to the extent not already a Consenting CreditorParty to this Agreement, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder transferee of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or under this Agreement shall only become a Supporting Party (or Consenting Noteholder. For the avoidance of doubt, to the extent applicable) to this Agreement with respect to the Claims that are the subject of the Transfer. This Agreement shall in no way be construed to preclude any Party from acquiring additional Claims; provided, however, that any such additional Claims acquired by a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned Party shall automatically and immediately upon acquisition by such Consenting Creditor (and consequently pledgedParty be deemed subject to all of the terms of this Agreement, hypothecated, encumbered, whether or rehypothecated by) as part not notice of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”)acquisition is given to the Company, and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under that, so long as this Agreement or the Backstop Commitment Agreementhas not been terminated, such Customary Securities Lending Arrangement Party shall not vote (or cause to be deemed a Transfer hereundervoted) any such additional Claims in favor of the Plan in accordance and consistent with Section ‎3.01(a) hereof.

Transfer of Claims. (a) Each Consenting Creditor agrees that, during During the Restructuring Support Effective Period, it no Supporting Lender shall not sell, transfercontract to sell, loangive, issueassign, participate, hypothecate, pledge, hypothecateencumber, assigngrant a security interest in, offer, sell any option or Contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of Law or otherwise (each, a “Transfer”) any of its Claims all or any option thereon portion of the Claims arising under the Prepetition Credit Agreement or any right or interest therein or any other Claims against or interests in the Company Prepetition Facility Agreements (collectively, the “Subject Prepetition Agreement Claims”) (including grant granting any proxies, deposit any Subject depositing such Prepetition Agreement Claims into a voting trust or enter entering into a voting agreement with respect to any such Subject Prepetition Agreement Claims); provided, unless however, that any Supporting Lender may Transfer any of its Prepetition Agreement Claims to any Person (so long as such Transfer is not otherwise prohibited by any order of the transferee thereof either Bankruptcy Court) that (i) is a Consenting Creditor, or (ii) before such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and to be bound by all of the terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or writing, in the Company before such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E C (a “Joinder AgreementTransferee Joinder”), and delivering an executed copy thereof within two to be bound by the terms of this Agreement (2each such transferee, a “Transferee”) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank or (ii) is a Supporting Lender; provided that if upon any purchase, acquisition or assumption by any Supporting Lender of any Prepetition Agreement Claims, such transferee fails Prepetition Agreement Claims shall automatically be deemed to timely deliver such notice be subject to the terms of this Agreement. Subject to the terms and conditions of any order of the Bankruptcy Court limiting a Transfer, the transferor may transferring Supporting Lender shall provide the Company and its counsel and the Prepetition Agents with a copy of any Transferee Joinder executed by such noticeTransferee within one (1) Business Day following such execution. In the case of a Transfer to a Person that is not a Supporting Lender, the Transfer shall only be effective upon execution and any notice so delivered shall be deemed effective for purposes delivery of this Section 9(a)), a Transferee Joinder in which event (1A) the transferee Transferee shall be deemed to be a Consenting Creditor Supporting Lender hereunder with respect to the extent all of such transferred rights and obligations and all other its owned or controlled Prepetition Agreement Claims it may own or control, and (2B) the transferor Party shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement solely to the extent of such transferred rights Prepetition Agreement Claims. With respect to Prepetition Agreement Claims held by the relevant Transferee upon consummation of a Transfer, such Transferee is deemed to make all of the representations and obligationswarranties of a Supporting Lender set forth in this Agreement. Each Consenting Creditor agrees that any Any Transfer of any Subject Claims Supporting Lender’s Prepetition Agreement Claim that does not comply with the terms and procedures set forth herein foregoing shall be deemed void ab initio, initio and the Company and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder.

Transfer of Claims. (a) Each Consenting Creditor Lender, each Committee Member Party and each Consenting Noteholder that is a party hereto agrees that, during the Restructuring Support Period, that it shall not not, directly or indirectly, in whole or in part, sell, transfercontract to sell, loangive, issueassign, participate, hypothecate, pledge, hypothecateencumber, assigngrant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (each, a “Transfer”) any of its Claims or any option thereon or any right or interest (voting or otherwise) therein or any other Claims against or interests in the Company (collectively, the “Subject Claims”) (including grant granting any proxies, deposit depositing any Subject Claims into a voting trust or enter entering into a voting agreement with respect to any such Subject Claims); provided, unless however, that any Consenting Lender, Committee Member Party or Consenting Noteholder may Transfer any of its Claims or Post-Effective Date Claims (as defined below) to any person or entity (so long as such Transfer is not otherwise prohibited by any order of the transferee thereof either Bankruptcy Court) that (i) agrees in writing, in substantially the form attached hereto as Exhibit B (a “Transferee Joinder”), to be bound by the terms of this Agreement (each such transferee, a “Transferee Creditor”) or (ii) is a Consenting Creditor, provided, that upon any purchase, acquisition or (ii) before such Transfer, agrees in writing for the benefit of the Parties to become a assumption by any Consenting Creditor and of any Claims, such Claims shall automatically be deemed to be bound by all of subject to the terms of this Agreement applicable Agreement. Subject to the terms and conditions of any order of the Bankruptcy Court, the transferring Consenting Creditors (including Creditor shall provide Arch Coal and the First Lien Agent with respect to a copy of any and all Subject Claims it already may hold against or in the Company before Transferee Joinder executed by such Transfer) by executing a joinder agreement substantially in the form attached hereto as Exhibit E (a “Joinder Agreement”), and delivering an executed copy thereof Transferee Creditor within two (2) Business Days business days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of Transfer, the transferor may provide such notice, and any notice so delivered shall be deemed effective for purposes of this Section 9(a)), in which event (1A) the transferee Transferee Creditor shall be deemed to be a Consenting Creditor hereunder with respect to the extent all of such transferred its owned or controlled Claims and rights and obligations and all other Claims it may own or control, interests (voting or otherwise) and (2B) the transferor Consenting Creditor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement solely to the extent of such transferred rights Claims. With respect to Claims held by the relevant Transferee Creditor upon consummation of a Transfer, such Transferee Creditor is deemed to make all of the representations and obligations. Each warranties of a Consenting Creditor agrees that any set forth in this Agreement. Any Transfer of any Subject Claims Consenting Creditor’s claim that does not comply with the terms and procedures set forth herein foregoing shall be deemed void ab initio, initio and the Company and each other Party Consenting Creditor shall have the right to enforce the voiding of such Transfer. The restrictions in this Section 4.07 are in addition to any Transfer restrictions in the First Lien Credit Agreement, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Consenting Creditor of any Subject Claims, such Subject Claims shall automatically be deemed to be subject to all applicable indenture governing the terms of this Agreement. For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by applicable debt documents and, in the Company may be loaned by such Consenting Creditor (and consequently pledgedevent of a conflict, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Partythe Transfer restrictions contained in this Agreement shall control. The restrictions in this Section 4.07 are in addition to any Transfer restrictions set forth in the Committee’s ability governance documents that apply to timely satisfy any of its obligations under this Agreement or the Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunderCommittee Member Parties.