Common use of Transfer of Interests and Securities Clause in Contracts

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notes, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights and be released from its obligations under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.04. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.019.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests other than Credit Agreement Claims, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and Stakeholder. For the transferee provides notice avoidance of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to doubt, the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything acknowledge and agree that, to the contrary in extent a Seadrill ECA, by complying with this Section 89.01, at any time prior becomes or agrees to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided Lender in respect of any Credit Agreement Claims that are the subject of such cover arrangements, no consent of any subsequent Transfer by Company Party shall be required for such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be Seadrill ECA to a transferee that is or becomes become a Consenting Stakeholder (in accordance Lender hereunder. 9.02. Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. A Consenting Stakeholder that makes a Transfer pursuant to Section 9.01(b)(ii) shall provide notice of such Transfer to the Company Parties as soon as reasonably practicable after such Transfer. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) any Consenting Stakeholder that acquires additional Company Claims/Interests must comply with Section 4.03 hereof and (b) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition). 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (iii) the transfer otherwise is a permitted transfer under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. (a) During the Restricted Effective Period, (i) no Consenting Stakeholder Supporting Creditor shall Transfer sell, pledge, assign, or transfer (each, a “Transfer”) any ownership of the Debtor Claims/Interests, unless the transferee thereof (including any beneficial ownership as defined “Transferee”) either (x) is a Supporting Creditor, or (y) prior to such Transfer, agrees in writing for the benefit of the other Parties to be bound by all of the terms of this Agreement with respect to such acquired Debtor Claim/Interest by executing the joinder in the Rule 13d-3 form attached hereto as Exhibit B (the “Joinder Agreement”), and delivering an executed copy thereof, within five (5) business days of closing of such Transfer, to the parties set forth in Section 10.09 hereof, in which event the transferee shall be deemed to be a Supporting Creditor under this Agreement with respect to such transferred Debtor Claims/Interests. Each Supporting Creditor agrees and acknowledges that any Transfer of Debtor Claims/Interests that does not comply with the Securities Exchange Act of 1934terms and procedures set forth in this Section 4.03 shall be deemed null and void ab initio. (b) Notwithstanding anything herein to the contrary, as amended(i) in any Company Supporting Creditor may Transfer (by purchase, sale, assignment, participation, or otherwise) any Debtor Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notes, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party entity that is acting in its capacity as a Qualified Marketmaker without Marketmaker6without the requirement that the Qualified Marketmaker be or become a Consenting StakeholderSupporting Creditor; provided that any subsequent Transfer by such the Qualified Marketmaker of subsequently Transfers (by purchase, sale, assignment, participation, or otherwise) the right, title, or interest in such Company Debtor Claims/Interests must be within thirty (30) days of its receipt thereof to a transferee that is or becomes a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) Supporting Creditor by executing a Joinder Agreement; and (bii) of this Agreement). To to the extent that a Party is Supporting Creditor, acting in its capacity as a Qualified Marketmaker, it may Transfer acquires any right, title, or interest in Company Debtor Claims/Interests that the Qualified Marketmaker acquires from a lender holder of such claim or noteholder that interest who is not a Party to this Agreement Supporting Creditor, it may transfer (by purchase, sale, assignment, participation, or otherwise) such claim or interest without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03Supporting Creditor. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights and be released from its obligations under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for For the avoidance of doubt, if a Qualified Marketmaker acquires a Debtor Claim/Interest from a Supporting Creditor as a result of such Transfer such transferee holds any Term Loanan “own account” investment, it shall not be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 a Qualified Marketmaker for purposes of this Agreement, any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio4.03(b). 8.04. (c) This Agreement shall in no way be construed to preclude the Consenting Stakeholders Supporting Creditors from acquiring additional Company Debtor Claims/Interests. Notwithstanding the foregoing; provided, (a) however, such additional Company acquired Debtor Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Supporting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisitionDebtors). 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to (d) To the extent a Company Party the Debtors and another Party have entered into a separate confidentiality agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information in connection with any proposed Restructuring (each such executed agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notes, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder (including through a broker-dealer intermediary) or an affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before by the time close of business on the proposed second Business Day following such Transfer. 8.02. Notwithstanding anything to the contrary , in this Section 8which case, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must shall automatically be deemed to a transferee that is or becomes a be subject to the terms of this Agreement and any vote in favor of the Plan by such Consenting Stakeholder shall be binding upon the transferee; and (b) such Transfer shall not in accordance the reasonable business judgment of the Company Parties and their legal and tax advisors, adversely affect the Company Parties’ ability to obtain any regulatory consents or approval necessary to effectuate the Restructuring Transactions. 9.02. Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything . With respect to the contrary in this AgreementCompany Claims/Interests held by a transferee upon consummation of the Transfer of such Company Claims/Interests, such transferor shall not be deemed to relinquish its rights nor be released from its transferee hereby makes the applicable obligations under representations and warranties set forth in Section 9 of this Agreement, 10 and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D)Section 11. Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within three (3) Business Days of such acquisition; provided, that any failure of such Consenting Stakeholder to provide notice of such acquisition shall not be deemed a material breach of such Consenting Stakeholder’s obligations hereunder. 9.04. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests; provided, however, that (a) such Qualified Marketmaker must Transfer such right, title, or interest by within five (5) Business Days following its receipt thereof to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; and (b) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims is to a transferee that is or becomes a Supporting Creditor at the time of such acquisition. 8.05transfer. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for To the purpose of enabling extent that a Consenting Stakeholder to is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any of its right, title, or interests in Company Claims/InterestsInterests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.05. The Company Parties understand that the Consenting Stakeholders are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Stakeholder that principally manage and/or supervise the Consenting Stakeholder’s investment in the Company Parties, and shall not apply to any other trading desk or business group of the Consenting Stakeholder so long as they are not acting at the direction or for the benefit of such Consenting Stakeholder or in connection with such Consenting Stakeholder’s investment in the Company Parties. 9.06. Notwithstanding anything to the contrary in this AgreementSection 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the extent grant of any liens or encumbrances on any claims and interests in favor of a Company Party and another Party have entered into a Confidentiality Agreement, the terms bank or broker-dealer holding custody of such Confidentiality Agreement shall continue to apply claims and remain interests in full force the ordinary course of business and effect according to its terms, which lien or encumbrance is released upon the Transfer of such claims and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreementsinterests.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional accredited investor (as defined in the Rules), or (iv) a Consenting Creditor; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, counsel to the Consenting Noteholders, and counsel to the RCF Agent at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Company ClaimClaims/Interest Transferred) to counsel to the Company Parties Parties, counsel to the RCF Agent, and counsel to the Consenting Noteholders at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that if the transferor of Claims is a Backstop Party, the transferee of such Claims (or any subsequent Transfer by transferee) may not become or be deemed to become a Backstop Party with respect to such Qualified Marketmaker Claims; provided further that the transfer of Credit Facility Claims shall not change the treatment of such Credit Facility Claim to receive its pro rata share of either the RCF Consenting Lender Base Treatment or the RCF New Money Participation Treatment as elected as of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance RCF New Money Participation Deadline. 9.02. Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations, subject to Section 14.19 herein) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything . With respect to Company Claims/Interests held by the contrary in this Agreementrelevant transferee upon consummation of a Transfer, such transferor shall not be transferee is deemed to relinquish its rights nor be released from its applicable make all of the representations and warranties of a Consenting Creditor and undertake all obligations under Section 9 of this Agreement, and relevant to such transferor (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (andincluding, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to commitments made in Section 8.02 of 4) set forth in this Agreement, any . Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Creditors from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, ; provided that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties Parties, counsel to the RCF Agent, or counsel to the Consenting StakeholdersNoteholders) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties Parties, counsel to the RCF Agent, and counsel to the Consenting Noteholders within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee under Section 9.01; and (c) the Transfer otherwise is a Permitted Transfer under Section 9.01. To the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Creditor without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Stakeholder; (c) in the case of any Company Claims/Interests, the intended transferee, the intended transferee’s affiliates, and/or any unaffiliated third-party in which the intended transferee has beneficial ownership,2 or any group of persons acting pursuant to a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (provided, however, that for purposes of this Section 8.01(c), none of the Consenting Stakeholders will be treated as acting pursuant to a plan or arrangement as a result of participating in the Plan and Restructuring Transactions), will not, after giving effect to such Transfer, (A) have beneficial ownership of, in the transferee provides notice aggregate, fifty percent (50%) or more of the Term Loan Credit Facility Claims and PGN Claims or (B) have, assuming the Restructuring Transactions were to be consummated immediately upon such Transfer, beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized iHeart Equity or the equity interests in CCOH; and (d) in the case of any Equity Interests, such Transfer (including shall not, in the amount and type reasonable determination of Company Claim/Interest Transferred) to counsel to iHeart, result in an “ownership change” of iHeart within the Company Parties at or before the time meaning of Section 382 of the proposed TransferInternal Revenue Code of 1986, as amended. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.04. This Agreement shall in initio and of no way be construed to preclude force or effect without further action by any party or the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoingintended transferee, (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether any prior notice of such acquisition is given provided to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Parties. A Consenting Stakeholder must that makes a Transfer pursuant to Section 8.01(b)(ii) shall provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel Transfer to the Company Parties within five (5) Business Days of as soon as reasonably practicable after such acquisitionTransfer. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in of any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) such Transfer is made on or prior to the date that is at least two (2) Business Days prior to the Plan Effective Date; (b) prior to the funding of the DIP Term Facility, in the case of a Transfer (other than by participation) of the Unsecured Notes, the transferee is either Term Loan Claims by a Consenting Stakeholder with a commitment to fund New Money DIP Loans (i) a qualified institutional buyer as defined in Rule 144A of the Securities ActBackstop Commitment Letter), or (ii) a non-U.S. person such Consenting Stakeholder retains Term Loan Claims in an offshore transaction amount equal to or greater than its allocation of Roll-Up DIP Loans (as defined under Regulation S under in the Securities ActBackstop Commitment Letter); and (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and Milbank, at or before the time of the proposed Transfer, a Transfer Agreement or Agreement; (ii) the transferee is a Consenting Stakeholder and Stakeholder; or (iii) the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party is an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; Marketmaker, provided that (x) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be is to a transferee that is or becomes a Consenting Stakeholder at the time of such Transfer and (in accordance y) the Qualified Marketmaker complies with Section 8.05 hereof. 8.02. Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) ; provided that such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the other Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition). 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality AgreementsAgreement. 8.05. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 8.07. The Company Parties will provide notice of any Transfer Agreement received pursuant to Section 8.01(c)(i) (which notice shall include the amount and type of Company Claims/Interests Transferred pursuant to such Transfer Agreement) to Milbank by the later of (i) close of business on the second Business Day following the effective date of such Transfer Agreement and (ii) the close of business on the second Business Day after the Company Parties receive notice of any such Transfer Agreement. 8.08. Each Consenting Stakeholder shall promptly provide Milbank and/or the Company Parties with information concerning its then-current holdings upon reasonable request from Milbank or the Company Parties.

Transfer of Interests and Securities. 8.01. During the Restricted Agreement Effective Period, except pursuant to the consummation of the Restructuring Transactions, no Consenting Stakeholder shall (a) Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amendedAct) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interestinterest or (b) deposit any Company Claims/Interests into a voting trust or enter into a voting agreement (other than this Agreement) or arrangement with respect to such Company Claims/Interests or grant any proxy or power of attorney with respect thereto, unless: (a) , in the case of a Transfer of the Unsecured Notesclause (a), the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and counsel to the Consenting Stakeholders, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company ClaimClaims/Interest Interests Transferred) to counsel to the Company Parties and counsel to the Consenting Stakeholders at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to Upon compliance with the contrary in this requirements of Section 88.01, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker transferee shall be or become deemed a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, titleas applicable, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) ), and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest Interests acquired) to counsel to the Company Parties and counsel to the Consenting Stakeholders within five (5) Business Days of such acquisition. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.05. Notwithstanding Section 8.01, a Consenting Stakeholder may Transfer any Company Claims/Interests to (a) an Entity that is an Affiliate, affiliated fund, or affiliated entity with a common investment advisor, which Entity shall automatically be bound by this Agreement upon Transfer of such Company Claims/Interests and (b) a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within fifteen (15) 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; (ii) the transferee otherwise is a permitted transferee under Section 8.01; and (iii) the Transfer otherwise is a permitted transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any Liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which Lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Stakeholder; (c) in the case of any Company Claims/Interests, the intended transferee, the intended transferee’s affiliates, and/or any unaffiliated third-party in which the intended transferee has beneficial ownership,2 or any group of persons acting pursuant to a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (provided, however, that for purposes of this Section 8.01(c), none of the Consenting Stakeholders will be treated as acting pursuant to a plan or arrangement as a result of participating in the Plan and Restructuring Transactions), will not, after giving effect to such Transfer, (A) have beneficial ownership of, in the transferee provides notice aggregate, fifty percent (50%) or more of the Term Loan Credit Facility Claims and PGN Claims or (B) have, assuming the Restructuring Transactions were to be consummated immediately upon such Transfer, beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized iHeart Equity or the equity interests in CCOH; and (d) in the case of any Equity Interests, such Transfer (including shall not, in the amount and type reasonable determination of Company Claim/Interest Transferred) to counsel to iHeart, result in an “ownership change” of iHeart within the Company Parties at or before the time meaning of Section 382 of the proposed TransferInternal Revenue Code of 1986, as amended. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initioinitio and of no force or effect without further action by any party or the intended transferee, regardless of any prior notice provided to counsel to the Company Parties. A Consenting Stakeholder that makes a Transfer pursuant to Section 8.01(b)(ii) shall provide notice of such Transfer to the Company Parties as soon as reasonably practicable after 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 Company Claims/Interests or the right to acquire such Claims or Equity Interests. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding Interests (subject to Section 8.01(c)); provided, however, that (i) any Consenting Stakeholder that acquires additional Company Claims/Interests during the foregoingterm of this Agreement shall promptly notify counsel to the Company Parties of such acquisition, including the amount of such acquisition; and (aii) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) ). 8.04. Notwithstanding anything herein to the contrary, to the extent that a Consenting Stakeholder effects the Transfer of all of its Company Claims/Interests in accordance with this Agreement, such Consenting Stakeholder must provide notice shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Consenting Stakeholder acquires a Company Claim/Interest at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of such acquisition (including the amount and type all of its Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisitionInterests. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.06. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) 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; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the transfer otherwise is a permitted transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of such Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 8.07. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. (a) During the Restricted Effective Period, no Consenting Stakeholder Interest Holder or Consenting Creditor shall Transfer sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership as defined ownership)6 in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Debtor Claims/Interests to any affiliated or unaffiliated party, including any party in which unless it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer satisfies all of the Unsecured Notesfollowing requirements (a transferee that satisfies such requirements, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act“Permitted Transferee,” and such Transfer, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and“Permitted Transfer”): (b) either (i) the intended transferee executes and delivers to counsel to the Company Parties, before Debtors on the time terms set forth below an executed form of the proposed Transfer, transfer agreement in the form attached hereto as Exhibit D (a “Transfer Agreement”) before such Transfer is effective (it being understood that any Transfer shall not be effective as against the Debtors until notification of such Transfer and a copy of the executed Transfer Agreement or is received by counsel to the Debtors, in each case, on the terms set forth herein); and (ii) the intended transferee, the intended transferee’s affiliates, and/or any unaffiliated third-party in which the intended transferee is has a beneficial ownership, or any group of persons acting pursuant to a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (provided, however, that for purposes of this Section 4.04(a)(ii), none of the Consenting Stakeholder Interest Holders or Consenting Creditors will be treated as acting pursuant to a plan or arrangement as a result of participating in the Plan and Restructuring Transactions), will not, after giving effect to such Transfer, (A) have beneficial ownership of, in the aggregate, fifty percent (50%) or more of TCEH First Lien Claims, EFIH Second Lien DIP Claims, or the Texas Holdings Interests or TEF Interests or (B) have, assuming the Restructuring Transactions were to be consummated immediately upon such Transfer, beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized TCEH Common Stock, the Reorganized EFH Common Stock, or the Texas Holdings Interests or TEF Interests. 6 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 transferee provides notice of disposition of, the Debtor Claims/Interests or the right to acquire such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at Claims or before the time of the proposed TransferInterests. 8.02. (b) [Reserved.] (c) Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8herein, (i) the transferor foregoing provisions shall not preclude any Consenting Creditor from settling or delivering securities or bank debt to settle any confirmed transaction pending as of the date of such Consenting Creditor’s entry into this Agreement (subject to compliance with applicable securities laws and it being understood that such Debtor Claims/Interests so acquired and held (i.e., not as a part of a short transaction) shall be deemed to relinquish its rights and be released from its obligations under this Agreement subject to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 terms of this Agreement), and (ii) the transferee shall be deemed a “Consenting Stakeholder” Qualified Marketmaker7 (as defined below) that acquires any of the Debtor Claims/Interests with the purpose and intent of acting as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) Qualified Marketmaker for such Debtors Claims/Interests, shall not be required to execute and “Party” under deliver to counsel a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker transfers such Debtor Claims/Interests (andby purchase, sale, assignment, participation, or otherwise) within five (5) business days of its acquisition to a Consenting Interest Holder, Consenting Creditor, or Permitted Transferee (including, for the avoidance of doubt, if as a result of such Transfer the requirement that such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by execute a Transfer Agreement) and the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Transfer in violation of Section 8.01 of this Agreement shall be void ab initiotransfer otherwise is a Permitted Transfer. 8.04. (d) This Agreement shall in no way be construed to preclude the Consenting Stakeholders Interest Holders or Consenting Creditors from acquiring additional Company Debtor Claims/Interests. Notwithstanding ; provided, however, that (i) any Consenting Interest Holder or Consenting Creditor that acquires additional Debtor Claims/Interests, as applicable, after the foregoing, Agreement Effective Date shall promptly notify the Debtors of such acquisition including the amount of such acquisition and (aii) such additional Company acquired Debtor Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor or Consenting Interest Holder, as applicable, be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisitionDebtors). 8.05. (e) This Section 8 4.04 shall not impose any obligation on any Company Party Debtor to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Interest Holder or Consenting Creditor to Transfer any of its Company Debtor Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party the Debtors and another Party have entered into a separate agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information in connection with any proposed Restructuring Transactions (each such executed agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either either: (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (iii) an accredited investor (as defined in the Rules), (iv) with respect to the 2015 Credit Facility Claims, the 2018 Credit Facility Claims or the Weberstown Facility Claims, an Eligible Assignee (as defined in the 2015 Credit Agreement, the 2018 Credit Agreement or the Weberstown Credit Agreement, as applicable), or (v) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel Counsel to the Company Parties, Counsel to the Ad Hoc Lender Group, and Counsel to the Plan Sponsor, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel Counsel to the Company Parties at or before the time of the proposed Transfer.; and 8.02. Notwithstanding anything (c) with respect to the contrary in this Section 8, at Transfer of any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests Interests, such Transfer shall not violate the terms of any order entered by the Bankruptcy Court with respect to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be preservation of net operating losses or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance other tax attributes. 9.02. Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection ‎9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement ‎9.01 shall be void ab initio. Any Consenting Stakeholder that effectuates a transfer in accordance with this ‎Section 9 shall have no liability under this Agreement arising from or related to the failure of the transferee to comply with the terms of this Agreement. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel Counsel to the Company Parties or counsel to the any other Consenting StakeholdersStakeholder) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel Counsel to the Company Parties Parties, Counsel to the Ad Hoc Lender Group, and Counsel to the Plan Sponsor, within five one (51) Business Days Day of such acquisition. 8.059.04. This Section 8 ‎Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section ‎9.01, a Consenting Stakeholder may Transfer any Company Claims/Interests to a Qualified Marketmaker, and a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if: (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee under Section ‎9.01; and (c) the Transfer otherwise is a Permitted Transfer under Section ‎9.01. Notwithstanding the foregoing, to the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this ‎Section 9, the restrictions on Transfers set forth in this ‎Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.0110.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: : (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Creditor; and and (b) either (i) the transferee executes and delivers to counsel to each of the Company Parties, the First Lien Ad Hoc Group, and Xxxxxxx, at or before the time of the proposed Transfer, a Transfer Agreement Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor, or (iiiii) the transferee is a Consenting Stakeholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.0210.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 10.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 10.01 shall be void ab initio. 8.0410.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Creditors from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersCreditors) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) on a confidential basis to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.0510.04. This Section 8 10 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 10.05. Notwithstanding Section 10.01, a Qualified Marketmaker that acquires any Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long 21 10.06. Notwithstanding anything to the contrary in this Section 10, the restrictions on Transfer set forth in this Section 10 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Consenting Creditors pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors are in any way acting in concert or as such a “group.” 10.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer (nor shall it permit any of its affiliates (as defined in the Securities Act) to Transfer) any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated partyPerson, including any party Person in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, and counsel to the Consenting Stakeholders at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties and counsel to the Consenting Stakeholders at or before the time of the proposed Transfer. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) of Section 9.01, the transferee shall be deemed a “Consenting Stakeholder” and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to party under this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) and the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party party to this Agreement have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently Transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is a Person that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (iii) the Transfer otherwise is a permitted Transfer under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amendedAct) in any Company Claims/Interests , in whole or in part, to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notes, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) : either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, either (x) a transfer agreement in the form attached here to as Exhibit D (each, a “Transfer Agreement Agreement”) or (y) a joinder in the form attached hereto as Exhibit E (each, a “Joinder”) or (ii) the transferee is a Consenting Stakeholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Claim Transferred) to counsel to each of (a) White & Case, (b) Akin Gump, and (c) Xxxxx Day by the Company Parties at or before close of business on the time of the proposed second Business Day following such Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything . With respect to Company Claims held by the contrary in this Agreementrelevant transferee upon consummation of a Transfer, such transferor shall not be transferee is deemed to relinquish its rights nor be released from its applicable make all of the representations and warranties of a Consenting Creditor and undertake all obligations under Section 9 of this Agreement, and relevant to such transferor (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (andincluding, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to commitments made in Section 8.02 of 4.02) set forth in this Agreement, any . Any Transfer in violation of Section 8.01 of this Agreement shall be null and void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude the any Consenting Stakeholders Creditor from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests Claims shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or to each of counsel to the Consenting StakeholdersCreditors) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company Claims/Interest Claim acquired) to counsel to the Company Parties within five three (53) Business Days of such acquisition. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notes, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) : either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder or an Affiliate of Consenting Stakeholders and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before no more than three (3) Business Days after the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) of Section 8.01, and (b) subject to the consummation of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerTransfer, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five three (53) Business Days of such acquisition. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.05. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an Affiliate, affiliated fund, or affiliated entity with a common investment advisor; and (ii) the transferee otherwise is a Permitted Transferee. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without complying with the requirements of Section 8.01. 8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to any pledge or the grant of any liens or encumbrances on any claims and interests in favor of (a) a bank or broker-dealer holding a security interest or other encumbrance over property in the account generally, and which lien or encumbrance is released upon the Transfer of such claims and interests or (b) any lender, agent or trustee to secure obligations generally under debt issued by the applicable fund or account.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Stakeholder; (c) in the case of any Company Claims/Interests, the intended transferee, the intended transferee’s affiliates, and/or any unaffiliated third-party in which the intended transferee has beneficial ownership,3 or any group of persons acting pursuant to a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (provided, however, that for purposes of this Section 8.01(c), none of the Consenting Stakeholders will be treated as acting pursuant to a plan or arrangement as a result of participating in the Plan and Restructuring Transactions), will 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 transferee provides notice disposition of, the Company Claims/Interests or the right to acquire such Claims or Equity Interests. not, after giving effect to such Transfer, (A) have beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Term Loan Credit Facility Claims and PGN Claims or (B) have, assuming the Restructuring Transactions were to be consummated immediately upon such Transfer, beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized iHeart Equity or the equity interests in CCOH; and (d) in the case of any Equity Interests, such Transfer (including shall not, in the amount and type reasonable determination of Company Claim/Interest Transferred) to counsel to iHeart, result in an “ownership change” of iHeart within the Company Parties at or before the time meaning of Section 382 of the proposed TransferInternal Revenue Code of 1986, as amended. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initioinitio and of no force or effect without further action by any party or the intended transferee, regardless of any prior notice provided to counsel to the Company Parties. A Consenting Stakeholder that makes a Transfer pursuant to Section 8.01(b)(ii) shall provide notice of such Transfer to the Company Parties as soon as reasonably practicable after such Transfer. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding Interests (subject to Section 8.01(c)); provided, however, that (i) any Consenting Stakeholder that acquires additional Company Claims/Interests during the foregoingterm of this Agreement shall promptly notify counsel to the Company Parties of such acquisition, including the amount of such acquisition; and (aii) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) ). 8.04. Notwithstanding anything herein to the contrary, to the extent that a Consenting Stakeholder effects the Transfer of all of its Company Claims/Interests in accordance with this Agreement, such Consenting Stakeholder must provide notice shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Consenting Stakeholder acquires a Company Claim/Interest at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of such acquisition (including the amount and type all of its Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisitionInterests. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.06. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) 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; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the transfer otherwise is a permitted transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of such Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 8.07. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Stakeholder; (c) in the case of any Company Claims/Interests, the intended transferee, the intended transferee’s affiliates, and/or any unaffiliated third-party in which the intended transferee has beneficial ownership,2 or any group of persons acting pursuant to a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (provided, however, that for purposes of this Section 8.01(c), none of the Consenting Stakeholders will be treated as acting pursuant to a plan or arrangement as a result of participating in the Plan and Restructuring Transactions), will not, after giving effect to such Transfer, (A) have beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Term Loan Credit Facility Claims and PGN Claims or (B) have, assuming the Restructuring Transactions were to be consummated immediately upon such Transfer, beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized iHeart Equity or the equity interests in CCOH; and (d) in the case of any Equity Interests, such Transfer shall not, in the reasonable determination of iHeart, result in an “ownership change” of iHeart within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended. 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 transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to disposition of, the Company Parties at Claims/Interests or before the time of the proposed Transferright to acquire such Claims or Equity Interests. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initioinitio and of no force or effect without further action by any party or the intended transferee, regardless of any prior notice provided to counsel to the Company Parties. A Consenting Stakeholder that makes a Transfer pursuant to Section 8.01(b)(ii) shall provide notice of such Transfer to the Company Parties as soon as reasonably practicable after such Transfer. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding Interests (subject to 8.01(c)); provided, however, that (i) any Consenting Stakeholder that acquires additional Company Claims/Interests during the foregoingterm of this Agreement shall promptly notify counsel to the Company of such acquisition, including the amount of such acquisition; and (aii) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition). 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.05. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the transfer otherwise is a permitted transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.0110.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: : (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Creditor; and and (b) either (i) the transferee executes and delivers to counsel to each of the Company Parties, the First Lien Ad Hoc Group, and Xxxxxxx, at or before the time of the proposed Transfer, a Transfer Agreement Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor, or (iiiii) the transferee is a Consenting Stakeholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.0210.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 10.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 10.01 shall be void ab initio. 8.0410.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Creditors from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersCreditors) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) on a confidential basis to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.0510.04. This Section 8 10 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 10.05. Notwithstanding Section 10.01, a Qualified Marketmaker that acquires any Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long 20 10.06. Notwithstanding anything to the contrary in this Section 10, the restrictions on Transfer set forth in this Section 10 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Consenting Creditors pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors are in any way acting in concert or as such a “group.” 10.

Transfer of Interests and Securities. 8.019.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; and (b) either (i) the transferee executes and delivers to counsel to the Company PartiesCompany, at or before the time of the proposed Transfer, a Transfer Joinder Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer (any such transfer that complies with these requirements, a “Permitted Transfer”). 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party Debtor to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party Debtor and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Joinder Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in Section 9, the restrictions on Transfer set forth in Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amendedAct) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: unless either: (a) in the case of a Transfer of the Unsecured Notes, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and the counsel to the Consenting Stakeholders, before the time of the proposed Transfer, a Transfer Agreement or and, solely in the case of Interests (i) the transferee provides the Company Parties reasonable time to analyze the tax consequences to the Company Parties of such Transfer and (ii) the Company Parties consent to such Transfer (such consent not to be unreasonably withheld, conditioned or delayed); or (b) solely in the case of Claims, the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest TransferredClaims) to counsel to the Company Parties at or before and the time counsel to the Consenting Stakeholders in advance of the proposed Transfer. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement only to the extent of the rights and obligations the transferor had in respect of such transferred Transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,Consenting Term Lender” or a “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,Stockholder Party” as applicable) and a “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) such additional Company Claims/Interests Claims shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest Claims acquired) to counsel to the Company Parties within five three (53) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Stakeholder; (c) in the case of any Company Claims/Interests, the intended transferee, the intended transferee’s affiliates, and/or any unaffiliated third-party in which the intended transferee has beneficial ownership,2 or any group of persons acting pursuant to a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (provided, however, that for purposes of this Section 8.01(c), none of the Consenting Stakeholders will be treated as acting pursuant to a plan or arrangement as a result of participating in the Plan and Restructuring Transactions), will not, after giving effect to such Transfer, (A) have beneficial ownership of, in the transferee provides notice aggregate, fifty percent (50%) or more of the Term Loan Credit Facility Claims and PGN Claims or (B) have, assuming the Restructuring Transactions were to be consummated immediately upon such Transfer, beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized iHeart Equity or the equity interests in CCOH; and (d) in the case of any Equity Interests, such Transfer (including shall not, in the amount and type reasonable determination of Company Claim/Interest Transferred) to counsel to iHeart, result in an “ownership change” of iHeart within the Company Parties at or before the time meaning of Section 382 of the proposed TransferInternal Revenue Code of 1986, as amended. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initioinitio and of no force or effect without further action by any party or the intended transferee, regardless of any prior notice provided to counsel to the Company Parties. A Consenting Stakeholder that makes a Transfer pursuant to Section 8.01(b)(ii) shall provide notice of such Transfer to the Company Parties as soon as reasonably practicable after such Transfer. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding Interests (subject to Section 8.01(c)); provided, however, that (i) any Consenting Stakeholder that acquires additional Company Claims/Interests during the foregoingterm of this Agreement shall promptly notify counsel to the Company Parties of such acquisition, including the amount of such acquisition; and (aii) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) ). 8.04. Notwithstanding anything herein to the contrary, to the extent that a Consenting Stakeholder effects the Transfer of all of its Company Claims/Interests in accordance with this Agreement, such Consenting Stakeholder must provide notice shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Consenting Stakeholder acquires a Company Claim/Interest at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of such acquisition (including the amount and type all of its Company Claims/Interest acquired) Interests. 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 counsel to direct the exercise of the voting rights and the disposition of, the Company Parties within five (5) Business Days of Claims/Interests or the right to acquire such acquisitionClaims or Equity Interests. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.06. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) 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; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the transfer otherwise is a permitted transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of such Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 8.07. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional accredited investor (as defined in the Rules), or (iv) a Consenting Noteholder; and (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and counsel to the Consenting Noteholders, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Noteholder and the transferee provides notice of such Transfer (including the amount and type of Company ClaimClaims/Interest Transferred) to counsel to the Company Parties and counsel to the Consenting Noteholders at or before the time of the proposed Transfer; provided, that if the transferor of Senior Notes Claims is a Backstop Party, the transferee of such Senior Notes Claims (or any subsequent transferee) may not become or be deemed to become a Backstop Party with respect to such Senior Notes Claims. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations, subject to Section 14.19 herein) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything . With respect to Company Claims/Interests held by the contrary in this Agreementrelevant transferee upon consummation of a Transfer, such transferor shall not be transferee is deemed to relinquish its rights nor be released from its applicable make all of the representations and warranties of a Consenting Noteholder and undertake all obligations under Section 9 of this Agreement, and relevant to such transferor (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (andincluding, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to commitments made in Section 8.02 of 4) set forth in this Agreement, any . Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Noteholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Noteholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersNoteholders) and (b) such Consenting Stakeholder Noteholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties and counsel to the Consenting Noteholders within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Noteholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee under Section 9.01; and (c) the Transfer otherwise is a Permitted Transfer under Section 9.01. To the extent that a Consenting Noteholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Noteholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted PeriodAgreement Effective Period and subject to Section 8.05, no neither SoftBank nor any Consenting Stakeholder Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amendedAct) in any Company Claims/Equity Interests to any affiliated non-Affiliate or unaffiliated partyany other Person that is not SoftBank or a Consenting Noteholder (with respect to SoftBank, the foregoing shall include any Transfer in connection with a resale of any 5.00% Unsecured Notes, Series I, or Secured Notes, in each case pursuant to the terms of the applicable NPA and, during the Agreement Effective Period, SoftBank agrees not to (a) request or initiate any resale transaction in respect of any 5.00% Unsecured Notes, Series I, or Secured Notes, in each case pursuant to the terms of the applicable NPA, or (b) exchange any 5.00% Unsecured Notes, Series I, for 5.00% Unsecured Notes, Series II, including pursuant to the terms of the 5.00% Unsecured Notes Indenture). Notwithstanding the foregoing sentence, during the Agreement Effective Period, SoftBank and any Consenting Noteholder may Transfer such ownership to any respective Affiliate, including any party Affiliate in which it may hold a direct or indirect beneficial interest, unlessor to any Consenting Noteholder or its Affiliate or any other entity (other than with respect to the Secured Notes, which may not be transferred by SoftBank to any Person who is not an Affiliate of SoftBank that is already, or by joinder becomes, a Party to this Agreement), if: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Equity Interests, the authorized transferee is either (i) a “qualified institutional buyer buyer” as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional “accredited investor” (within the meaning of the Rules), or (iv) SoftBank or a Consenting Noteholder; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, before the time of no later than one Business Day after the proposed Transfer, a Transfer Agreement or (ii) the transferee is SoftBank or a Consenting Stakeholder Noteholder and the transferee provides notice of such Transfer (including the amount and type of Company ClaimClaims/Interest TransferredEquity Interests transferred) to counsel to the Company Parties at or before the time of no later than one Business Day after the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Equity Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 8 shall be void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude SoftBank or the Consenting Stakeholders Noteholders from acquiring additional Company Claims/Equity Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Equity Interests shall automatically and immediately upon acquisition by SoftBank or a Consenting Stakeholder Noteholder, as applicable, be deemed subject to this Agreement, including the terms of this Agreement covenants set forth in Section 4 and Section 5 (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties Parties, SoftBank, or counsel to the Consenting Stakeholders) and Noteholders), (b) SoftBank or such Consenting Stakeholder Noteholder, as applicable, must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of at or prior to such acquisition, and (c) any such acquisition shall be subject to the provisions of Section 8.05. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a SoftBank or any Consenting Stakeholder Noteholder to Transfer any of its Company Claims/Equity Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.05. From the Agreement Effective Date until the earlier to occur of the Closing Date and the Termination Date, and except as described in the Term Sheet or Definitive Documents: (a) SoftBank shall not (i) claim any worthless stock deduction with respect to the Equity Interests of WeWork for any tax period including or prior to the Agreement Effective Period, (ii) acquire or pledge, encumber, assign, sell, or otherwise Transfer, offer, or contract to pledge, encumber, assign, sell, or otherwise Transfer, in whole or in part, directly or indirectly, any portion of its right, title, or interests in any of its shares, stock, or other Equity Interests in WeWork, or (iii) acquire any outstanding indebtedness of any Company Party, in the case of clause (a)(ii) of this Section 8.05, to the extent such acquisition or Transfer (including any such pledge, encumbrance, assignment, sale, or other transaction or event) could result in an “ownership change” of any Company Party for purposes of Section 382 of the Internal Revenue Code and, in the case of clause (a)(iii) of this Section 8.05, to the extent such acquisition would reasonably be expected to result in the application of Section 108(e)(4) of the Internal Revenue Code and (b) for purposes of the Stockholder Rights Plan, the Ad Hoc Group shall not be treated as a single “entity” as defined under U.S. Department of Treasury Regulations Section 1.382-3(a)(1) solely as a result of its members’ participation in the Transactions; provided, however, that, (1) with respect to clause (a)(ii) of this Section 8.05, the Company Parties shall evaluate in good faith any acquisition or Transfer that would otherwise violate the provisions of this Section 8.05 and, if the Company Parties reasonably determine that such Transfer would not result in an “ownership change” of any Company Party under Section 382 of the Internal Revenue Code when viewed in the aggregate with any other proposed Transfers, such Transfer shall be permitted upon written notice by the Company Parties, and (2) with respect to clause (a)(iii) of this Section 8.05, the Company Parties shall evaluate in good faith any acquisition of outstanding indebtedness that would otherwise violate the provisions of this Section 8.05 and, if the Company Parties reasonably determine that such acquisition would not result in the application of Section 108(e)(4) of the Internal Revenue Code; provided, further, that prior to any Company Party giving consent to any acquisition or Transfer pursuant to the foregoing proviso, such acquisition or Transfer shall be subject to the written consent, not to be unreasonably withheld, conditioned or delayed, of SoftBank and the Required Consenting Noteholders.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional accredited investor (as defined in the Rules), or (iv) a Consenting Noteholder; and (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and counsel to the Consenting Noteholders, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Noteholder and the transferee provides notice of such Transfer (including the amount and type of Company ClaimClaims/Interest Transferred) to counsel to the Company Parties and counsel to the Consenting Noteholders at or before the time of the proposed Transfer; provided, that if the transferor of Senior Notes Claims is a Backstop Party, the transferee of such Senior Notes Claims (or any subsequent transferee) may not become or be deemed to become a Backstop Party with respect to such Senior Notes Claims. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations, subject to Section 14.19 herein) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything . With respect to Company Claims/Interests held by the contrary in this Agreementrelevant transferee upon consummation of a Transfer, such transferor shall not be transferee is deemed to relinquish its rights nor be released from its applicable make all of the representations and warranties of a Consenting Noteholder and undertake all obligations under Section 9 of this Agreement, and relevant to such transferor (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (andincluding, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to commitments made in Section 8.02 of 4) set forth in this Agreement, any . Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Noteholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Noteholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersNoteholders) and (b) such Consenting Stakeholder Noteholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties and counsel to the Consenting Noteholders within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Noteholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee under Section 9.01; and (c) the Transfer otherwise is a Permitted Transfer under Section 9.01. To the extent that a Consenting Noteholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Noteholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Stakeholder; (c) in the case of any Company Claims/Interests, the intended transferee, the intended transferee’s affiliates, and/or any unaffiliated third-party in which the intended transferee has beneficial ownership,2 or any group of persons acting pursuant to a plan or arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (provided, however, that for purposes of this Section 8.01(c), none of the Consenting Stakeholders will be treated as acting pursuant to a plan or arrangement as a result of participating in the Plan and Restructuring Transactions), will not, after giving effect to such Transfer, (A) have beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Term Loan Credit Facility Claims and PGN Claims or (B) have, assuming the Restructuring Transactions were to be consummated immediately upon such Transfer, beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized iHeart Equity or the equity interests in CCOH; and (d) in the case of any Equity Interests, such Transfer shall not, in the reasonable determination of iHeart, result in an “ownership change” of iHeart within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended. 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 transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to disposition of, the Company Parties at Claims/Interests or before the time of the proposed Transferright to acquire such Claims or Equity Interests. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initioinitio and of no force or effect without further action by any party or the intended transferee, regardless of any prior notice provided to counsel to the Company Parties. A Consenting Stakeholder that makes a Transfer pursuant to Section 8.01(b)(ii) shall provide notice of such Transfer to the Company Parties as soon as reasonably practicable after such Transfer. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding Interests (subject to Section 8.01(c)); provided, however, that (i) any Consenting Stakeholder that acquires additional Company Claims/Interests during the foregoingterm of this Agreement shall promptly notify counsel to the Company Parties of such acquisition, including the amount of such acquisition; and (aii) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) ). 8.04. Notwithstanding anything herein to the contrary, to the extent that a Consenting Stakeholder effects the Transfer of all of its Company Claims/Interests in accordance with this Agreement, such Consenting Stakeholder must provide notice shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Consenting Stakeholder acquires a Company Claim/Interest at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of such acquisition (including the amount and type all of its Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisitionInterests. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.06. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) 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; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the transfer otherwise is a permitted transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of such Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 8.07. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder TLB Lender shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an accredited investor (as defined in the Rules), or (iv) a Consenting TLB Lender; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, before the time within five (5) Business Days of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder TLB Lender and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time within five (5) Business Days of the proposed Transfer. 8.02. Notwithstanding anything ; provided that if any Consenting TLB Lender is party to a Transfer pending on the contrary in this Section 8, at any time prior Agreement Effective Date pursuant to the occurrence of the Effective Date, a which such Consenting Stakeholder may Transfer its TLB Lender is selling Company Claims/Interests to a Party that third party (whether or not such third party is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent TLB Lender), such Consenting TLB Lender shall not be required to deliver a Transfer by Agreement in connection with such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder Transfer and need not comply with subclause (in accordance ii) above. 8.02. Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything . With respect to Company Claims/Interests held by the contrary in this Agreementrelevant transferee upon consummation of a Transfer, such transferor shall transferee (other than any transferee to a Transfer pending on the Agreement Effective Date that is not be otherwise party to this Agreement or not required to deliver a Transfer Agreement pursuant to Section 8.01(b)) is deemed to relinquish its rights nor be released from its applicable make all of the representations and warranties of a Consenting TLB Lender and undertake all obligations under Section 9 of this Agreement, and relevant to such transferor (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (andincluding, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to commitments made in Section 8.02 of 4) set forth in this Agreement, any . Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders TLB Lenders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder TLB Lender be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersTLB Lenders) and (b) such Consenting Stakeholder TLB Lender must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder TLB Lender to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.05. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (b) the transferee otherwise is a Permitted Transferee under Section 8.01; and (c) the Transfer otherwise is a Permitted Transfer under Section 8.01. To the extent that a Consenting TLB Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting TLB Lender without the requirement that the transferee be a Permitted Transferee. 8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. ‌ 8.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) , in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything Transfer or (2) executes and delivers to counsel to the contrary in this Section 8Company Parties, at any or before the time prior to the occurrence of the Effective Dateproposed Transfer, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder.a Joinder.‌ 8.038.02. Upon completing a Transfer in compliance with this the requirements of Section 88.01, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.048.03. This Subject to Section 4.01(d)(ii), this Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to respective counsel to each of the Company Parties and the Consenting Stakeholders within five (5) Business Days of such acquisition. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations (including any obligation by any Company Party to issue a "cleansing letter" or otherwise make a public disclosure of information) otherwise arising under such Confidentiality Agreements. 8.05. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section 8.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. In the event any Qualified Marketmaker is a Consenting Stakeholder as of the Agreement Effective Date, its obligations hereunder shall be limited to the Claims/Interests it beneficially owns as of the Agreement Effective Date. 8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. (a) During the Restricted Effective Period, no each Consenting Stakeholder shall Transfer Creditor agrees for itself and on behalf of the accounts and funds within its control not to sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership as defined ownership)2 in the Rule 13d-3 under Debtor Claims or DIP Claims unless the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notes, the transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and (b) either (i) the intended transferee executes and delivers to counsel to the Company PartiesDebtor on the terms set forth in this Section 4.04 an executed transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) before such Transfer is effective, before it being understood that any Transfer shall not be effective as against the time Debtor until notification of such Transfer in accordance with Section 11.11 of this Agreement and a copy of the proposed executed Transfer Agreement is received by counsel to the Debtor (a transferee that satisfies the requirements of this Section 4.04 and Exhibit B, a “Permitted Transferee,” and such Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed “Permitted Transfer”). 8.02. (b) Notwithstanding anything to the contrary in this Section 8Agreement, at (i) the foregoing provisions shall not preclude any time prior Consenting Creditor from settling or delivering Debtor Claims or DIP Claims to settle any confirmed transaction pending as of the date of such Consenting Creditor’s entry into this Agreement (subject to compliance with applicable securities laws), it being understood that such Debtor Claims or DIP Claims so acquired shall be subject to the occurrence terms of this Agreement, (ii) a Consenting Creditor may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in such Debtor Claims or 2 As used in this Agreement, 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 Effective Datevoting rights and the disposition of, a Consenting Stakeholder may Transfer its Company Claims/Interests the Debtor Claims or the right to a Party acquire such Claims or interests. DIP Claims to an entity that is acting in its capacity as a Qualified Marketmaker Marketmaker3 without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; Creditor, provided that any subsequent Transfer transfer (by purchase, sale, assignment, participation or otherwise) by such Qualified Marketmaker of the right, title, title or interest in such Company Claims/Interests must be Debtor Claims or DIP Claims is to a transferee that is or becomes become a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) Creditor, and (biii) of this Agreement). To to the extent that a Party Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer transfer (by purchase, sale, assignment, participation or otherwise) any right, title, title or interest in Company Claims/Interests such Debtor Claims or DIP Claims that the Qualified Marketmaker acquires from a lender holder of the Debtor Claims or noteholder that DIP Claims who is not a Party to this Agreement Consenting Creditor without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or JoinderCreditor. 8.03. Upon completing a Transfer in compliance with this Section 8, (ic) the transferor shall be deemed to relinquish its rights and be released from its obligations under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.04. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Creditors from acquiring additional Debtor Claims or DIP Claims; provided, however, that (i) any Consenting Creditor that acquires additional Debtor Claims or DIP Claims after the Agreement Effective Date shall promptly notify counsel to the Company Claims/Interests. Notwithstanding and counsel to the foregoing, Unofficial Noteholder Committee of such acquisition including the amount of such acquisition and (aii) such additional Company Claims/Interests acquired Debtor Claims and DIP Claims shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel the aforementioned counsel). (d) Any Transfer made in violation of this Section 4.04 of this Agreement shall be void ab initio. Any Consenting Creditor that effectuates a Permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the Company Parties or counsel failure of the Permitted Transferee to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, comply with the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality AgreementsAgreement.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) During the Effective Period, (i) no Supporting Creditor shall sell, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership in the case of a Transfer any of the Unsecured NotesDebtor Claims/Interests, unless the transferee is thereof either (i) is a qualified institutional buyer as defined in Rule 144A of the Securities ActSupporting Creditor, or (ii) prior to such Transfer, agrees in writing for the benefit of the other Parties to be bound by all of the terms of this Agreement with respect to such acquired Debtor Claim/Interest by executing the joinder in the form attached hereto as Exhibit B (the “Joinder Agreement”), and delivering an executed copy thereof, within five (5) business days of closing of such Transfer, to the parties set forth in Section 10.09 hereof, in which event the transferee shall be deemed to be a non-U.S. person Supporting Creditor under this Agreement with respect to such transferred Debtor Claims/Interests. Each Supporting Creditor agrees and acknowledges that any Transfer of Debtor Claims/Interests that does not comply with the terms and procedures set forth in an offshore transaction as defined under Regulation S under the Securities Act; andthis Section 4.03 shall be deemed null and void ab initio. (b) either Notwithstanding anything herein to the contrary, (i) the transferee executes and delivers to counsel to the Company Parties, before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such any Supporting Creditor may Transfer (including the amount and type of Company Claim/Interest Transferredby purchase, sale, assignment, participation, or otherwise) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Debtor Claims/Interests to a Party an entity that is acting in its capacity as a Qualified Marketmaker Marketmaker5 without the requirement that the Qualified Marketmaker be or become a Consenting StakeholderSupporting Creditor; provided provided, that any subsequent Transfer by such the Qualified Marketmaker of subsequently Transfers (by purchase, sale, assignment, participation, or otherwise) the right, title, or interest in such Company Debtor Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) Supporting Creditor by executing a Joinder Agreement; and (bii) of this Agreement). To to the extent that a Party is Supporting Creditor, acting in its capacity as a Qualified Marketmaker, it may Transfer acquires any right, title, or interest in Company Debtor Claims/Interests that the Qualified Marketmaker acquires from a lender holder of such claim or noteholder that interest who is not a Party to this Agreement Supporting Creditor, it may transfer (by purchase, sale, assignment, participation, or otherwise) such claim or interest without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03Supporting Creditor. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights and be released from its obligations under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for For the avoidance of doubt, if a Qualified Marketmaker acquires a Debtor Claim/Interest from a Supporting Creditor as a result of such Transfer such transferee holds any Term Loanan “own account” investment, it shall not be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 a Qualified Marketmaker for purposes of this Agreement, any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio4.03(b). 8.04. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.0110.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Creditor; and (b) either (i) the transferee executes and delivers to counsel to each of the Company Parties, the First Lien Ad Hoc Group, and Xxxxxxx, at or before the time of the proposed Transfer, a Transfer Agreement Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor, or (iiiii) the transferee is a Consenting Stakeholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.0210.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection ‎10.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement ‎10.01 shall be void ab initio. 8.0410.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Creditors from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersCreditors) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) on a confidential basis to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.0510.04. This Section 8 ‎Section 10 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 10.05. Notwithstanding Section ‎10.01, a Qualified Marketmaker that acquires any Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long as such Transfer by the Consenting Creditor to the transferee is in all other respects a Permitted Transfer under Section ‎10.01 and (b) be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) 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; (ii) the transferee otherwise is a Permitted Transferee under Section ‎10.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section ‎10.01. To the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Creditor without the requirement that the transferee be a Permitted Transferee. 10.06. Notwithstanding anything to the contrary in this ‎Section 10, the restrictions on Transfer set forth in this ‎Section 10 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Consenting Creditors pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors are in any way acting in concert or as such a “group.” 10.08. For the avoidance of doubt, and notwithstanding anything to the contrary in this ‎Section 10, the restrictions on Transfer set forth in this ‎Section 10 shall not apply to any Excess Second Lien Claims or any Excess Unsecured Notes Claims.

Transfer of Interests and Securities. 8.019.01. During the Restricted Period, no Consenting Stakeholder Senior Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless; provided that: (a) in the case a Consenting Senior Noteholder may Transfer any or all of a Transfer of the Unsecured Notes, the transferee is either its Company Claims/Interests to (i) a qualified institutional buyer as defined in Rule 144A of under the Securities Act, or (ii) a non-U.S. person in an offshore transaction as defined under in Regulation S under the Securities Act, (iii) an institutional accredited investor (as defined in the Rules), (iv) any other Consenting Senior Noteholder (including through a broker-dealer intermediary), in which case, such Company Claims/Interests shall automatically be deemed to be subject to the terms of this Agreement and any vote in favor of the Plan by such Consenting Senior Noteholder shall be binding upon the transferee, or (v) any third party; and (b) either provided that any such transferee under sections (i), (ii), (iii), and (v) the transferee executes shall execute and delivers to counsel deliver a Joinder to the Company Parties, before the time GP, and the Ad Hoc Group Advisor at least two (2) Business Days prior to consummation of the proposed relevant Transfer, in which case such transferee shall be deemed to be a Consenting Senior Noteholder for purposes of this Agreement, and any vote in favor of the Plan by such Consenting Senior Noteholder shall be binding upon the transferee. (b) Any third party that receives or acquires any portion of a Consenting Senior Noteholder’s Company Claims/Interests pursuant to a Transfer shall agree to be bound by all of the terms of this Agreement or (iia “Joining Stakeholder”) by executing and delivering to counsel for the transferee is Company Parties, the GP, and the Ad Hoc Group Advisor a Joinder. The Joining Stakeholder shall thereafter be deemed to be a Consenting Senior Noteholder and a Party for all purposes under this Agreement. Each Joining Stakeholder shall indicate, on the appropriate schedule annexed to its Joinder, the number and amount of Company Claims/Interests held by such Joining Stakeholder, which information will be redacted and kept confidential by the Company Parties and the transferee provides notice GP and their agents for purposes of filing or other disclosure or making public, or distribution to the Consenting Senior Noteholder, except for purposes of the Consenting Senior Noteholder Aggregate. With respect to the Company Claims/Interests held by a Joining Stakeholder upon consummation of the Transfer of such Company Claims/Interests, such Joining Stakeholder hereby makes the applicable representations and warranties set forth in Section 10 and Section 12. Each Consenting Senior Noteholder agrees that any Transfer of any Company Claims/Interests that does not comply with the terms and procedures set forth in this Section 9.01 shall be deemed void ab initio, except for a failure regarding redaction, and the Company Parties shall have the right to enforce the voiding of such Transfer. (including c) To the amount extent any Consenting Senior Noteholder acquires additional Company Claims/Interests, such Consenting Senior Noteholder shall be deemed to make the applicable representations and type warranties set forth in Section 10 and Section 12 with respect to such newly acquired Company Claims/Interests as of the date of such acquisition. Each Consenting Senior Noteholder agrees to provide to counsel for the Company Claim/Interest Transferred) to Parties and counsel to the Company Parties at or before the time GP a written notice of the proposed Transferacquisition of any additional Company Claims/Interests within four (4) Business Days of the consummation of such acquisition. 8.02. (d) Notwithstanding anything in this Agreement to the contrary in this Section 8contrary, at any time prior to the occurrence of the Effective Date, (i) a Consenting Stakeholder Senior Noteholder may Transfer its any Company Claims/Interests to a Party an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker such entity be or become a Consenting StakeholderSenior Noteholder; provided that any subsequent Transfer by such Qualified Marketmaker the transferee of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (from the Qualified Marketmaker shall comply in accordance all respects with the requirements set forth in Sections 8.01(a) terms of this Agreement (including executing and delivering a Joinder), and (bii) of this Agreement). To to the extent that a Party is Consenting Senior Noteholder, acting in its capacity as a Qualified Marketmaker, it may Transfer acquires any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder holder of such claims that is not a Party to this Agreement Consenting Senior Noteholder, such Qualified Marketmaker may Transfer such claim without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or JoinderSenior Noteholder. 8.03. Upon completing (e) The Company Parties understand that the Consenting Senior Noteholders are engaged in a Transfer wide range of financial services and businesses, and, in compliance furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of each Consenting Senior Noteholder that principally manage and/or supervise the applicable Consenting Senior Noteholder’s investment in the Company, and shall not apply to any other trading desk or business group of the applicable Consenting Senior Noteholder so long as such other desks or groups are not acting at the direction or for the benefit of such principal desks or groups or in connection with this Section 8such Consenting Senior Noteholder’s investment in the Company. (f) Further, (i) the transferor shall be deemed to relinquish its rights and be released from its obligations under notwithstanding anything in this Agreement to the extent of contrary, the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except Parties agree that, notwithstanding anything to in connection with the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 delivery of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached signature pages to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreementby a Consenting Senior Noteholder that is a Qualified Marketmaker, any Transfer in violation of Section 8.01 of this Agreement such Consenting Senior Noteholder shall be void ab initio. 8.04. This a Consenting Senior Noteholder at the Agreement shall in no way be construed Effective Date hereunder solely with respect to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) such additional Company Claims/Interests listed on such signature pages and shall automatically and immediately upon acquisition by a Consenting Stakeholder not be deemed subject required to the terms of comply with this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of for any other Company Claims/Interest acquired) Interests it may hold from time to counsel to the Company Parties within five (5) Business Days of such acquisitiontime in its role as a Qualified Marketmaker. 8.059.02. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Senior Noteholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent that a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.03. This Agreement shall in no way be construed to preclude any Consenting Senior Noteholder from acquiring additional Company Claims/Interests; provided, however, that any such additional holdings shall automatically be deemed to be subject to all of the terms of this Agreement and each such Consenting Senior Noteholder agrees that such additional Company Claims/Interests shall be subject to this Agreement and that it shall vote (or cause to be voted) any such additional Company Claims/Interests (to the extent entitled to vote) in a manner consistent with this Agreement.

Transfer of Interests and Securities. 8.01. During the Restricted Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) During the Effective Period, (i) no Supporting Creditor shall sell, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership in the case of a Transfer any of the Unsecured NotesDebtor Claims/Interests, unless the transferee is thereof either (i) is a qualified institutional buyer as defined in Rule 144A of the Securities ActSupporting Creditor, or (ii) prior to such Transfer, agrees in writing for the benefit of the other Parties to be bound by all of the terms of this Agreement with respect to such acquired Debtor Claim/Interest by executing the joinder in the form attached hereto as Exhibit B (the “Joinder Agreement”), and delivering an executed copy thereof, within five (5) business days of closing of such Transfer, to the parties set forth in Section 10.09 hereof, in which event the transferee shall be deemed to be a non-U.S. person Supporting Creditor under this Agreement with respect to such transferred Debtor Claims/Interests. Each Supporting Creditor agrees and acknowledges that any Transfer of Debtor Claims/Interests that does not comply with the terms and procedures set forth in an offshore transaction as defined under Regulation S under the Securities Act; andthis Section 4.03 shall be deemed null and void ab initio. (b) either Notwithstanding anything herein to the contrary, (i) the transferee executes and delivers to counsel to the Company Parties, before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such any Supporting Creditor may Transfer (including the amount and type of Company Claim/Interest Transferredby purchase, sale, assignment, participation, or otherwise) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Debtor Claims/Interests to a Party an entity that is acting in its capacity as a Qualified Marketmaker Marketmaker5 without the requirement that the Qualified Marketmaker be or become a Consenting StakeholderSupporting Creditor; provided provided, that any subsequent Transfer by such the Qualified Marketmaker of subsequently Transfers (by purchase, sale, assignment, participation, or otherwise) the right, title, or interest in such Company Debtor Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance with the requirements set forth in Sections 8.01(a) Supporting Creditor by executing a Joinder Agreement; and (bii) of this Agreement). To to the extent that a Party is Supporting Creditor, acting in its capacity as a Qualified Marketmaker, it may Transfer acquires any right, title, or interest in Company Debtor Claims/Interests that the Qualified Marketmaker acquires from a lender holder of such claim or noteholder that interest who is not a Party to this Agreement Supporting Creditor, it may transfer (by purchase, sale, assignment, participation, or otherwise) such claim or interest without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03Supporting Creditor. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights and be released from its obligations under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for For the avoidance of doubt, if a Qualified Marketmaker acquires a Debtor Claim/Interest from a Supporting Creditor as a result of such Transfer such transferee holds any Term Loanan “own account” investment, it shall not be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to a Qualified Marketmaker for purposes of this Agreement as Exhibit DSection 4.03(b). Subject to Section 8.02 5 For the purposes of this AgreementSection 4.04, any Transfer a “Qualified Marketmaker” means an entity that (a) holds itself out to the market as standing ready in violation the ordinary course of Section 8.01 its business to purchase from customers and sell to customers claims against and/or interests in (as applicable) the Debtors and their affiliates (including debt securities or other debt) or enter with customers into long and short positions in claims against the Debtors and their affiliates (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against the Debtors and their affiliates and (b) is in fact regularly in the business of this Agreement shall be void ab initiomaking a market in claims against issuers or borrowers (including debt securities or other debt). 8.04. (c) This Agreement shall in no way be construed to preclude the Consenting Stakeholders Supporting Creditors from acquiring additional Company Debtor Claims/Interests. Notwithstanding ; provided, however, that (i) any Supporting Creditor that acquires additional Debtor Claims/Interests after the foregoingAgreement Effective Date shall promptly notify, at such Supporting Creditor’s election (aA) the Debtors and Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”) of such acquisition including the amount of such acquisition or (B) Xxxxx Xxxx of such acquisition including the amount of such acquisition and cause Xxxxx Xxxx to notify the Debtors of such acquisition, including the amount thereof, but not the identity of the Supporting Creditor and (ii) such additional Company acquired Debtor Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Supporting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisitionDebtors). 8.05. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to (d) To the extent a Company Party the Debtors and another Party have entered into a separate confidentiality agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information in connection with any proposed Restructuring (each such executed agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Creditor; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) of Section 9.01, transferee shall be deemed a “Consenting Creditor” and (b) of a “Party” under this Agreement). To the extent that a Party is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) and the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Creditors from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersCreditors) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section 9.01. To the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Creditor without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interestInterest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer; and (c) with respect to the Transfer of any Equity Interests only, such Transfer shall not (i) violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or (ii) in the reasonable business judgment of the Company Parties and their legal and tax advisors, adversely (A) affect the Company Parties’ ability to maintain the value of and utilize the Company Parties’ net operating loss carryforwards or other tax attributes or (B) the Company Parties’ ability to obtain the regulatory consents or approval necessary to effectuate the Restructuring Transactions. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “SponsorConsenting ABL Lender,” a “Consenting Term Loan Lender,” a “Consenting Cash Pay Convertible Noteholder,” and/or a “Consenting PIK Toggle NoteholderSponsor,” as applicable) and a “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.01. During the Restricted Agreement Effective Period, other than as expressly contemplated by this Agreement, no Consenting Stakeholder Party shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (2) an institutional accredited investor (as defined in the Rules), or (ii3) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities ActConsenting Party; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Party and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer. 8.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 8.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement shall be void ab initio. 8.048.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders Parties from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder Party be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting StakeholdersParties) and (b) such Consenting Stakeholder Party must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.058.04. This Section 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Party to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.05. Notwithstanding Section 8.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 8.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section 8.01. To the extent that a Consenting Party is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Party without the requirement that the transferee be a Permitted Transferee. 8.06. Notwithstanding anything to the contrary in this Section 8, the restrictions on Transfer set forth in this Section 8 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.019.01. During the Restricted Support Period, no a Consenting Stakeholder shall not Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) in any Company Claims/Claims and Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims and Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of promulgated under the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under in Regulation S promulgated under the Securities Act, (3) an institutional accredited investor (as defined in the Securities Rules), or (4) a Consenting Stakeholder; and (b) either (i) the transferee executes and delivers to counsel Counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Claims and Interests Transferred) to counsel Counsel to the Company Parties at or before the time of the proposed Transfer; and (c) with respect to the Transfer of any Interests in a Company Party, such Transfer shall require at least five (5) Business Days’ notice to Counsel to the Company Parties and not (i) violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or (ii) in the reasonable business judgment of the Company Parties and their legal and tax advisors, adversely (A) affect the Company Parties’ ability to maintain the value of and utilize the Company Parties’ net operating loss carryforwards or other tax attributes or (B) the Company Parties’ ability to obtain the regulatory consents or approval necessary to effectuate the Restructuring. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01 hereof, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Claims and Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 hereof shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the any Consenting Stakeholders Stakeholder from acquiring additional Company Claims/Claims and Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Claims and Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel Counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claims/Interest Claims and Interests acquired) to counsel Counsel to the Company Parties within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Claims and Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect after any Transfer according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01 hereof, a Qualified Marketmaker that acquires any Company Claims and Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims and Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims and Interests if (a) such Qualified Marketmaker subsequently Transfers such Company Claims and Interests 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 under Section 9.01 hereof; and (c) the Transfer otherwise is a Permitted Transfer under Section 9.01 hereof. Notwithstanding Section 9.01 and Section 9.03 hereof, to the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interests in Company Claims and Interests that the Qualified Marketmaker acquires from a holder of the Company Claims and Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfers set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any Company Claims and Interests in favor of a bank or broker dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of under the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under in Regulation S under the Securities Act; and, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder or an affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at by the close of business five (5) Business Days following such Transfer; and (c) with respect to the Transfer of any Equity Interests only, such Transfer shall not (i) violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or before (ii) in the time reasonable business judgment of the proposed TransferCompany Parties and their legal and tax advisors, adversely affect the Company Parties’ ability to maintain the value of and utilize the Company Parties’ net operating loss carryforwards or other tax attributes. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties within five three (53) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreement, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding anything herein to the contrary, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests; provided, however, that (a) such Qualified Marketmaker must Transfer such right, title, or interest by within ten (10) Business Days following its receipt thereof to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; and (b) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims is to a transferee that is or becomes a Consenting Stakeholder at the time of such transfer, and (c) such Consenting Stakeholder shall be solely responsible for the Qualified Marketmaker’s failure to comply with the requirements of this Section 9. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.06. Notwithstanding anything to the contrary in this Section 9.06, the restrictions on Transfer set forth in this Section 9.06 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no a Consenting Stakeholder Creditor shall not Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests Claims (other than any RBL Claims or any claims arising under the DIP Facility to the extent provided in the RBL Credit Agreement or the DIP Facility Documents, as applicable) to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of promulgated under the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under in Regulation S promulgated under the Securities Act; and, (3) an institutional accredited investor (as defined in the Securities Rules), or (4) a Consenting Creditor; (b) either (i) the transferee executes and delivers to counsel Counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Claims Transferred) to counsel Counsel to the Company Parties at or before the time of the proposed Transfer; and (c) with respect to the Transfer of any Company Claims, such Transfer shall not violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses or other tax attributes. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) and (b) of this Agreement). To the extent that a Party is acting in its capacity as a Qualified MarketmakerSection 9.01, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the any Consenting Stakeholders Creditor from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests Claims shall automatically and immediately upon acquisition by a Consenting Stakeholder Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel Counsel to the Company Parties or counsel to the Consenting StakeholdersCreditors) and (b) such Consenting Stakeholder Creditor must provide notice of such acquisition (including the amount and type of Company Claims/Interest Claims acquired) either (i) to Counsel to the Company Parties or (ii) if such Company Claims are Second Lien Notes Claims, counsel to the Second Lien Ad Hoc Committee (who shall promptly notify counsel to the Company Parties Parties), within five fifteen (515) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect after any Transfer according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 8.019.01. During the Restricted Agreement Effective Period, no Consenting Stakeholder shall Transfer (a) any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests or (b) other rights that such Consenting Stakeholder has by virtue of being a holder of a Company Claim/Interest (including any voting or consent rights), to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of a Transfer of the Unsecured Notesany Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, or (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Stakeholder; and (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and counsel to the Consenting Stakeholders, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest TransferredTransferred and the identity of the parties to the proposed Transfer) to counsel to the Company Parties and counsel to the Consenting Stakeholders at or before the time of the proposed Transfer. 8.029.02. Notwithstanding anything to the contrary in this Section 8, at any time prior to the occurrence of the Effective Date, a Consenting Stakeholder may Transfer its Company Claims/Interests to a Party that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Stakeholder; provided that any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests must be to a transferee that is or becomes a Consenting Stakeholder (in accordance Upon compliance with the requirements set forth in Sections 8.01(a) of Section 9.01, the transferee shall be deemed a “Consenting Stakeholder” and (b) of a “Party” under this Agreement). To the extent that a Party is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in Company Claims/Interests that the Qualified Marketmaker acquires from a lender or noteholder that is not a Party to this Agreement without the requirement that the transferee be or become a Consenting Stakeholder or execute a Transfer Agreement or Joinder. 8.03. Upon completing a Transfer in compliance with this Section 8, (i) and the transferor shall be deemed to relinquish its rights (and be released from its obligations obligations) under this Agreement to the extent of the rights and obligations the transferor had in respect of such transferred Company Claims/Interests, except that, notwithstanding anything to the contrary in this Agreement, such transferor shall not be deemed to relinquish its rights nor be released from its applicable obligations under Section 9 of this Agreement, and (ii) the transferee shall be deemed a “Consenting Stakeholder” (as a “Sponsor,” “Consenting Term Loan Lender,” “Consenting Cash Pay Noteholder,” and/or “Consenting PIK Toggle Noteholder,” as applicable) and “Party” under this Agreement (and, for the avoidance of doubt, if as a result of such Transfer such transferee holds any Term Loan, it shall be deemed to have agreed to be bound by the Waiver, Rescission and Amendment under the Term Loan Credit Agreement, attached to this Agreement as Exhibit D). Subject to Section 8.02 of this Agreement, any Any Transfer in violation of Section 8.01 of this Agreement 9.01 shall be void ab initio. 8.049.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders from acquiring additional Company Claims/Interests. Notwithstanding the foregoing; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Stakeholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or and counsel to the Consenting Stakeholders) and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company ClaimsClaim/Interest acquired) to counsel to the Company Parties and counsel to the Consenting Stakeholders within five (5) Business Days of such acquisition. 8.059.04. This Section 8 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary in this Agreementherein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 9.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee. For the avoidance of doubt, if a Qualified Marketmaker acquires any Company Claims/Interests from a Consenting Stakeholder and is unable to transfer such Company Claims/Interests within the five (5) Business Day period referred to above, the Qualified Marketmaker shall execute and deliver a Transfer Agreement in respect of such Company Claims/Interests. 9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.