Common use of Transfer of Interests and Securities Clause in Contracts

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note Claims, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering to the Company, at or prior to the time of the proposed Transfer, an executed copy of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder). This Agreement shall in no way be construed to preclude any Consenting Noteholder from acquiring additional Floating Rate Note Claims; provided, however, that such additional Floating Rate Note Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, be deemed subject to all of the terms of this Agreement.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder (a “Transferor”) to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claimsits 2016 Notes, 2014 Notes or Common Shares; provided, however, that for the period commencing as of the Agreement Effective Date or, in the case of a Joinder Agreement, the date such Consenting Noteholder executes this of the Joinder Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”)hereof, no Consenting Noteholder shall Transfer any Floating Rate Note Claims2016 Notes, 2014 Notes or Common Shares, and any purported Transfer of any Floating Rate Note Claims 2016 Notes, 2014 Notes or Common Shares shall be void and without effect, unless the transferee (a “Transferee”) is (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering Transferee delivers to the CompanyDebtors, Akin Gump and Goodmans, at or prior to the time of the proposed Transfer, an executed copy of the Joinder Agreement in the form attached hereto as Exhibit E attached hereto, B pursuant to which such Transferee shall assume all obligations of become a Party to, and bound by the terms and conditions of, this Agreement as a Consenting Noteholder transferor hereunder in accordance with Section 1.2 of this Agreement in respect of the Floating Rate Note Claims 2016 Notes, 2014 Notes and Common Shares being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder)transferred. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Noteholders from acquiring additional Floating Rate Note Claims2016 Notes, 2014 Notes or Common Shares; provided, however, that (a) any Consenting Noteholder that acquires additional 2016 Notes, 2014 Notes or Common Shares after executing this Agreement shall notify the Debtors, Akin Gump and Goodmans of such acquisition within two business days after the closing of such trade and shall disclose to the Debtors in writing the principal amount of any such 2016 Notes and 2014 Notes, and the number of such Common Shares, so acquired, and (b) additional Floating Rate Note Claims 2016 Notes, 2014 Notes and Common Shares shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of the terms of this AgreementAgreement whether or not notice is given to the Debtors, Akin Gump or Goodmans of such acquisition.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for during the period commencing as of the date such Consenting Noteholder executes this Agreement hereof until termination of this Agreement pursuant to the its terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note ClaimsClaim, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder Noteholder, prior to the Transfer, Transfer such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the Company, at or prior to before the time of the proposed Transfer, an executed copy of Exhibit E B attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred hereto (such transferee, if any, to also be a Consenting Noteholder hereunder“Provision for Transfer Agreement”). This Agreement shall in no way be construed to not preclude any the Consenting Noteholder Noteholders from acquiring additional Floating Rate Note Claims; provided, however, that (i) any Consenting Noteholder that acquires additional Claims after executing this Agreement shall notify the Company and the Trustee of such acquisition within five Business Days after the closing of such trade and (ii) such additional Floating Rate Note Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of the terms of this AgreementAgreement whether or not notice of such acquisition is given to the Company and the Trustee. This Section 3.03 shall not impose any obligation on (x) the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Noteholder to Transfer any Claims or (y) the Trustee to monitor or enforce the provisions of this Section 3.03 as they relate to the Consenting Noteholders.

Transfer of Interests and Securities. Except as expressly provided herein, this 8.01. During the Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Effective Period”), no Consenting Noteholder Term Lender shall Transfer any Floating Rate Note Claimsownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, and as amended) in any purported Transfer of Term Loan Claims to any Floating Rate Note Claims shall be void and without effectperson, including any affiliated or unaffiliated person in which it may hold a direct or indirect beneficial interest, unless (a) the transferee is a Consenting Noteholder or either (bi) if the transferee is not a Consenting Noteholder prior executes and delivers to counsel to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering to the CompanyCompany Parties, at or prior to before the time of the proposed Transfer, an executed copy a Transfer Agreement or (ii) the transferee is a Consenting Term Lender and the transferee provides notice of Exhibit E attached hereto, pursuant such Transfer (including the amount and type of Company Claim/Interest Transferred) to which such Transferee shall assume all obligations counsel to the Company Parties at or before the time of the proposed Transfer. Notwithstanding the foregoing, compliance with this Section 10.01 shall not be required with respect to the acquisition of an indirect beneficial interest in a Consenting Noteholder Term Lender’s Term Loan Claims by an affiliate of such Consenting Term Lender. 8.02. Upon compliance with the requirements of Section 8.01, the transferor hereunder shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of the Floating Rate Note Claims being such transferred (such transferee, if any, to also Term Loan Claims. Any Transfer in violation of Section 8.01 shall be a Consenting Noteholder hereunder)void ab initio. 8.03. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Term Lenders from acquiring additional Floating Rate Note Term Loan Claims; provided, however, that (a) such additional Floating Rate Note Term Loan Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Term Lender be deemed subject to all of 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 Term Lenders) and (b) such Consenting Term Lender must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties promptly and, in any event, within five (5) Business Days of such acquisition. 8.04. This 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 Term Lender to Transfer any of its Term Loan Claims. Notwithstanding anything to the contrary herein, 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 Term Loan Claims with the purpose and intent of acting as a Qualified Marketmaker for such Term Loan Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Term Loan Claims if (a) such Qualified Marketmaker subsequently transfers such Term Loan Claims (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 Term 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 Term Loan Claims that the Qualified Marketmaker acquires from a holder of the Term Loan Claims who is not a Consenting Term Lender without the requirement that the transferee be a Permitted Transferee. 8.06. 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.

Transfer of Interests and Securities. Except as expressly provided herein(a) During the Effective Period, this Agreement no Consenting Creditor shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership(4)) in the PTCs, Claims, or Interests unless it satisfies all of the Floating Rate Note Claims; providedfollowing requirements (a transferee that satisfies such requirements, howevera “Permitted Transferee,” and such Transfer, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the a “Restricted PeriodPermitted Transfer”), no Consenting Noteholder provided that the following provisions shall not apply to any Transfer any Floating Rate Note in the PTCs, Claims, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees Interests between affiliated parties that are bound or agree to be bound by this Agreement: (i) the intended transferee executes and delivers to counsel to REMA on the terms set forth below an executed form of the transfer agreement in the form attached hereto as Exhibit C (a “Transfer Agreement”) (it being understood that the effectiveness of any Transfer shall be subject to Section 6(a)(ii) and Section 6(b) below); and (ii) the Transfer shall not, in the reasonable business judgment of REMA and their legal advisors and the Consenting PTC Holders and their legal advisors, adversely affect REMA’s and/or the PTC Holders’ (or their designee) ability to obtain the regulatory consents or other approvals necessary to effectuate the Restructuring in accordance with the Milestones. (b) REMA and the Consenting PTC Holders (excluding the Consenting PTC Holder taking part in the proposed Permitted Transfer) shall have five (5) business days from receiving notice of the Transfer Agreement to object to such Transfer Agreement for the reasons described herein. Failure to object to such agreement within such period shall be deemed a determination that the requirements have been satisfied with respect to such transferred claims by executing and delivering to the Company, at or prior to the time of the proposed Transfer, an executed copy of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred transfer. (such transferee, if any, to also be a Consenting Noteholder hereunder). c) [RESERVED]. (d) This Agreement shall in no way be construed to preclude any the Consenting Noteholder Creditors from acquiring additional Floating Rate Note PTCs, Claims, or Interests; providedprovided that (i) any Consenting Creditor that acquires additional PTCs, howeverClaims, that or Interests, as applicable, after the Agreement Effective Date shall comply with the requirements of Section 6(a) with respect to such additional Floating Rate Note Claims PTCs, Claims, or Interests, as the case may be, and (ii) such additional PTCs, Claims, or Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Creditor be deemed subject to all of the terms of this Agreement.to

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; Notes, provided, however, that for the a period commencing as of the date such Consenting Noteholder executes this Agreement until the termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note ClaimsNotes, and any purported Transfer of any Floating Rate Note Claims Notes shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Noteholder, or (b) if the transferee is not a Consenting Noteholder prior to the TransferNoteholder, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the CompanyCompanies, at or prior to the time of the proposed Transfer, an executed copy of a written agreement containing, among other things, a provision substantially similar to the provision set forth in Exhibit E B attached hereto, hereto pursuant to which such Transferee transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred Notes Transferred (such transferee, if any, to also be a “Consenting Noteholder Noteholder” hereunder). This Agreement shall in no way be construed to preclude any the Consenting Noteholder Noteholders from acquiring additional Floating Rate Note ClaimsNotes; provided, however, that (i) any Consenting Noteholder that acquires additional Notes after executing this Agreement shall notify the Xxxxxx Parties and the ACG Parties of such additional Floating Rate Note Claims acquisition within five business days after the closing of such trade and (ii) any such Notes shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of the terms of this Agreement whether or not notice is given to the Xxxxxx Parties or the ACG Parties of such acquisition; provided further, however, that the immediately precedent proviso shall not apply to Notes that are acquired after the date hereof in order for the transferee to meet any contractual short sale obligations that the transferee entered into prior to the date of this Agreement.

Transfer of Interests and Securities. Except as expressly provided herein, this 10.01. During the Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Effective Period”), no Consenting Noteholder Stakeholder shall Transfer any Floating Rate Note ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Exchange Act) in any Company Claims/Interests to any affiliated or unaffiliated party, and including any purported Transfer of any Floating Rate Note Claims shall be void and without effectparty in which it may hold a direct or indirect beneficial interest, unless either (ai) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior executes and delivers to counsel to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing Company Parties and delivering counsel to the CompanyConsenting Stakeholders, at or prior to before the time of the proposed Transfer, an executed copy a Joinder or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of Exhibit E attached hereto, pursuant such Transfer (including the amount and type of Company Claim/Interests Transferred) to which such Transferee shall assume all obligations counsel to the Company Parties and counsel to the applicable Consenting Stakeholders at or before the time of the proposed Transfer. 10.02. Upon compliance with the requirements of Section 10.01, the transferee shall be deemed a Consenting Noteholder Stakeholder, as applicable, and the transferor hereunder shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of the Floating Rate Note Claims being such transferred (such transferee, if any, to also Company Claims/Interests. Any Transfer in violation of Section 10.01 above shall be a Consenting Noteholder hereunder)void ab initio. 10.03. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Stakeholders from acquiring additional Floating Rate Note Company Claims/Interests; provided, however, that (a) such additional Floating Rate Note Claims Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Stakeholder be deemed subject to all of the terms of this AgreementAgreement (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/Interests acquired) to counsel to the Company Parties and counsel to the applicable Consenting Stakeholders within five (5) Business Days of such acquisition. 10.04. Notwithstanding Section 10.01, 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 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 permitted under Section 10.01. To the extent that a Consenting 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 Stakeholder without the requirement that the transferee be a Permitted Transferee. 10.05. Notwithstanding the foregoing provisions of this Section 10, in no event shall TowerBrook directly or indirectly Transfer all or any portion of its Equity Interests in any Company Party without the prior written consent of the Required Consenting Lenders and the Company Parties. 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 Company Claims/Interests in favor of a bank or broker-dealer holding custody of such Company Claims/Interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Company Claims/Interests.

Transfer of Interests and Securities. Except as expressly provided herein, this 8.01. During the Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Effective Period”), no Consenting Noteholder shall Transfer any Floating Rate Note ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Exchange Act) in any Company Claims, 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: either (i) the transferee executes and any purported 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 C (each, a “Transfer of any Floating Rate Note Claims shall be void and without effectAgreement”) or (y) a joinder in the form attached hereto as Exhibit D (each, unless a “Joinder”) or (aii) the transferee is a Consenting Noteholder or (b) if an affiliate thereof and the transferee is not a Consenting Noteholder prior provides notice of such Transfer (including the amount and type of Company Claim Transferred) to counsel to the Consenting Noteholders by the close of business on the second Business Day following such Transfer. 8.02. Upon compliance with the requirements of Section 8.01, 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 in respect of such transferred Company Claims. With respect to Company Claims held by the relevant transferee upon consummation of a Transfer, such transferee agrees is deemed to be bound by this Agreement with respect to such transferred claims by executing and delivering to the Company, at or prior to the time make all of the proposed Transfer, an executed copy representations and warranties of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder)and undertake all obligations relevant to such transferor (including, for the avoidance of doubt, the commitments made in Section 4.02) set forth in this Agreement. Any Transfer in violation of Section 8.01 shall be null and void ab initio. 8.03. This Agreement shall in no way be construed to preclude any Consenting Noteholder Noteholders from acquiring additional Floating Rate Note Company Claims; provided, however, that (a) such additional Floating Rate Note Company Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Noteholder be deemed subject to all of 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 Noteholders) and (b) such Consenting Noteholder must provide notice of such acquisition (including the amount and type of Company Claim acquired) to counsel to the Company Parties within three (3) Business Days of such acquisition. 8.04. 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 Noteholder to Transfer any of its Company Claims. Notwithstanding anything to the contrary herein, 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) a Consenting Noteholder may Transfer any Company Claims to 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 the Transfer of such Company Claims and (b) a Qualified Marketmaker that acquires any Company Claims with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims if such Qualified Marketmaker subsequently Transfers such Company Claims (by purchase, sale assignment, participation, or otherwise) to a transferee that is a Consenting Noteholder or a transferee who executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement, provided that the original Consenting Noteholder shall remain bound by the terms of this Agreement until such time as the Qualified Marketmaker transfers the Company Claims to a transferee that delivers a Transfer Agreement. 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 Company Claims in favor of a bank or broker-dealer holding custody of such Company Claims in the ordinary course of business and which Lien or encumbrance is released upon the Transfer of such Company Claims.

Transfer of Interests and Securities. Except as expressly provided herein, this 8.01. During the Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Effective Period”), no Consenting Noteholder Creditor shall Transfer any Floating Rate Note 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, and including any purported Transfer of any Floating Rate Note Claims shall be void and without effectparty in which it may hold a direct or indirect beneficial interest, unless the authorized transferee either (a) the transferee is a Consenting Noteholder Creditor and provides notice of such Transfer (including the amount and type of Company Claims/Interests Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer or (b) if the transferee is not a Consenting Noteholder prior executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, such transferee agrees a Transfer Agreement, or a Joinder. 8.02. Upon compliance with the requirements of Section 8.01, the transferring Consenting Creditor shall be deemed to relinquish its rights (and be bound by released from its obligations) under this Agreement with respect to such transferred claims by executing and delivering to the Company, at or prior to the time Company Claims/Interests. Any Transfer in violation of the proposed Transfer, an executed copy of Exhibit E attached hereto, pursuant to which such Transferee Section 8.01 shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder)void ab initio. 8.03. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Creditors from acquiring additional Floating Rate Note Company Claims/Interests from holders who are not Consenting Creditors; provided, however, that (a) such additional Floating Rate Note Claims Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Creditor be deemed subject to all of 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 Creditors) and (b) such Consenting Creditor must provide notice of such acquisition (including the amount and type of Company Claim acquired) to counsel to the Company Parties and Weil within two (2) Business Days of such acquisition. 8.04. This Section 8.04 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 Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, 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, any Consenting Creditor may Transfer any Company Claim/Interest 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 or a Joinder 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; and (b) the transferee is a Permitted Transferee under Section 8.01. 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. For the avoidance of doubt, nothing in this Agreement shall prevent the Consenting Creditors from Transferring (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests to a Qualified Marketmaker so long as any transfer complies with this Section 8.05. 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 lender to a Consenting Creditor, or 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. Except as expressly provided herein(a) During the Effective Period, this Agreement PSEG shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership(3)) in the PSEG Claims (or any other PTCs, Claims, or Interests it may acquire) unless it satisfies all of the Floating Rate Note Claims; providedfollowing requirements (a transferee that satisfies such requirements, howevera “Permitted Transferee,” and such Transfer, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the a “Restricted PeriodPermitted Transfer”), no Consenting Noteholder provided that the following provisions shall not apply to any Transfer in the PSEG Claims (or any Floating Rate Note other PTCs, Claims, or Interests PSEG may acquire) between affiliated parties (other than PSEG Power LLC and any purported its subsidiaries) that are bound by this Agreement: (i) the intended transferee executes and delivers to counsel to REMA on the terms set forth below an executed form of the transfer agreement in the form attached hereto as Exhibit C (a “Transfer Agreement”) (it being understood that the effectiveness of any Floating Rate Note Claims Transfer shall be void subject to Section 6(a)(ii) and without effectSection 6(b), unless below); and (aii) the transferee is a Consenting Noteholder Transfer shall not, in the reasonable business judgment of REMA and its legal advisors, adversely affect REMA’s ability to obtain the regulatory consents or other approvals necessary to effectuate the Restructuring. (b) if REMA shall have five (5) business days from receiving notice of the transferee is not Transfer Agreement to object to such Transfer Agreement for the reasons described in Section 6(a)(ii) above. Failure to object to such Transfer Agreement within five (5) business days of receiving notice of the Transfer Agreement shall be deemed a Consenting Noteholder prior to determination that the Transfer, such transferee agrees to be bound by this Agreement requirements herein have been satisfied with respect to such transferred claims by executing and delivering to the Company, at or prior to the time of the proposed Transfer, an executed copy of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred transfer. (such transferee, if any, to also be a Consenting Noteholder hereunder). c) This Agreement shall in no way be construed to preclude any Consenting Noteholder PSEG from acquiring additional Floating Rate Note PTCs, Claims, or Interests; providedprovided that (i) if PSEG acquires additional PTCs, howeverClaims, that or Interests, as applicable, after the Agreement Effective Date, it shall promptly notify REMA and its restructuring counsel of such acquisition including the amount of such acquisition and (ii) such additional Floating Rate Note Claims PTCs, Claims, or Interests shall automatically and immediately upon acquisition by a Consenting NoteholderPSEG, as legal or beneficial ownerapplicable, be deemed subject to all of the terms of this AgreementAgreement (regardless of when or whether notice of such acquisition is given in accordance herewith). (d) This Section 6 shall not impose any obligation on REMA to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling PSEG to Transfer any PSEG Claims or other PTCs, Claims, or Interests. Notwithstanding anything to the contrary herein, to the extent the REMA and/or GenOn have entered into a separate agreement with another Party concerning the issuance of a “cleansing letter” or other public disclosure of information in connection with any proposed Restructuring (each such executed agreement, a “Confidentiality

Transfer of Interests and Securities. Except as expressly provided herein(a) During the Effective Period, this Agreement shall each Consenting Creditor agrees for itself and on behalf of the accounts and funds within its control not in any way restrict the right or ability of any Consenting Noteholder to sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership)2 in the Debtor Claims or DIP Claims unless the intended transferee executes and delivers to counsel to the Debtor 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, it being understood that any Transfer shall not be effective as against the Debtor until notification of such Transfer in accordance with Section 11.11 of this Agreement and a copy of the Floating Rate Note Claims; providedexecuted Transfer Agreement is received by counsel to the Debtor (a transferee that satisfies the requirements of this Section 4.04 and Exhibit B, howevera “Permitted Transferee,” and such Transfer, that for a “Permitted Transfer”). (b) Notwithstanding anything to the period commencing contrary in this Agreement, (i) the 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 Noteholder executes Creditor’s entry into this Agreement until termination of this Agreement pursuant (subject to compliance with applicable securities laws), it being understood that such Debtor Claims or DIP Claims so acquired shall be subject to the terms hereof of this Agreement, and (ii) a Qualified Marketmaker3 that acquires any of the Debtor Claims or DIP Claims with the purpose and intent of acting as a Qualified Marketmaker for such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note Debtor Claims or DIP Claims, shall not be required to execute and any purported deliver to counsel a Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Agreement or (b) if the transferee is not a Consenting Noteholder prior to the Transfer, such transferee agrees otherwise agree to be bound by the terms and conditions set forth in this Agreement with respect if such Qualified Marketmaker transfers such Debtor Claims or DIP Claims (by purchase, sale, assignment, participation, or otherwise) within ten (10) business days of its acquisition (the “Transfer Period”) to a Consenting Creditor or Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferred claims by executing transferee execute a Transfer Agreement) and delivering the transfer otherwise is a Permitted Transfer. Any Transfer to a Qualified Marketmaker shall be void ab initio to the Company, at extent that such Qualified Marketmaker has not executed a written agreement to be bound by the terms of this Agreement or prior delivered the Debtor Claims or DIP Claims to the time of the proposed Transfer, an executed copy of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder). Creditor or Permitted Transferee, as applicable, within the Transfer Period. (c) This Agreement shall in no way be construed to preclude any the Consenting Noteholder Creditors from acquiring additional Floating Rate Note 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 and counsel to the Unofficial Noteholder Committee of such additional Floating Rate Note acquisition including the amount of such acquisition and (ii) such acquired Debtor Claims and DIP Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Creditor be deemed subject to all of the terms of this AgreementAgreement (regardless of when or whether notice of such acquisition is given to the aforementioned counsel).

Transfer of Interests and Securities. Except (a) Each Consenting Creditor agrees that so long as expressly provided herein, this Agreement has not been terminated in accordance with its terms, it shall not directly or indirectly (a) grant any proxies to any person in connection with any way restrict claim of such Consenting Creditor under the right Holdings Credit Agreement (a “Holdings Credit Agreement Claim”) to vote or ability of provide any Consenting Noteholder consents required with respect to the Plan or restructuring and recapitalization transactions contemplated by this Agreement or the Plan, or (b) sell, use, assign, transferpledge, hypothecate, convey, or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in any Holdings Credit Agreement Claim (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any Floating Rate Note Claims, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) the transferee thereof either (i) is a Consenting Noteholder Creditor, or (bii) if prior to such Transfer, agrees in writing for the transferee is not benefit of the other Parties to become a Consenting Noteholder prior to the Transfer, such transferee agrees Creditor and to be bound by all of the terms of this Agreement with respect to such acquired Holdings Credit Agreement Claim by executing the joinder in the form attached hereto as Exhibit F (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 9.11 hereof, in which event the transferee (including a Consenting Creditor transferee, if applicable) shall be deemed to be a Consenting Creditor under this Agreement with respect to such transferred claims by executing rights, claims, or obligations. Each Consenting Creditor agrees and delivering acknowledges that any Transfer of Holdings Credit Agreement Claims that does not comply with the terms and procedures set forth in this Section 4 shall be deemed null and void ab initio. Notwithstanding anything contained herein to the Companycontrary, at a Consenting Creditor may Transfer any or prior all of its Holdings Credit Agreement Claims to the time any entity that, as of the proposed date of the Transfer, an executed copy of Exhibit E attached heretocontrols, pursuant to which is controlled by, or is under common control with such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred (such transferee, if any, to also be a Consenting Noteholder hereunder). This Agreement shall in no way be construed to preclude any Consenting Noteholder from acquiring additional Floating Rate Note ClaimsCreditor; provided, however, that such additional Floating Rate Note Claims entity shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, be deemed subject to all of the terms of this Agreement and deemed a Party hereto and must deliver an executed Joinder Agreement within five (5) business days of the closing of such Transfer to the parties set forth in Section 9.11 hereof. Further, notwithstanding anything herein to the contrary, (x) any Consenting Creditor may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interest in such Holdings Credit Agreement Claims against the Debtors to an entity that is acting in its capacity as a Qualified Marketmaker4 without the requirement that the Qualified Marketmaker be or become a Consenting Creditor; provided, that the Qualified Marketmaker subsequently Transfers (by purchase, sale, assignment, participation, or otherwise) the right, title, or interest in such Holdings Credit Agreement Claims against the Debtors to a transferee that is or becomes a Consenting Creditor by executing a Joinder Agreement; and (y) 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 interest in such Holdings Credit Agreement Claims against the Debtors that the Qualified Marketmaker acquires from a holder of the Holdings Credit Agreement Claims that is not a Consenting Creditor, without the requirement that the transferee be or become a Consenting Creditor. (b) Each Supporting Interest Holder and Southcross Energy agrees that during the Effective Period, it shall not directly or indirectly sell, assign, pledge, hypothecate, convey, or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in its Debtor Claims/Interests.

Transfer of Interests and Securities. Except as expressly provided herein, this 10.01. During the Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Effective Period”), no Consenting Noteholder Creditor Party shall Transfer any Floating Rate Note ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Exchange Act) in any Company Claims/Interests to any affiliated or unaffiliated party, and including any purported Transfer of any Floating Rate Note Claims shall be void and without effectparty in which it may hold a direct or indirect beneficial interest, unless either (ai) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior executes and delivers to counsel to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing Company Parties and delivering counsel to the CompanyConsenting Creditor Parties, at or prior to before the time of the proposed Transfer, an executed copy a Transfer Agreement or (ii) the transferee is a Consenting Creditor Party and the transferee provides notice of Exhibit E attached hereto, pursuant such Transfer (including the amount and type of Company Claim/Interests Transferred) to which such Transferee shall assume all obligations counsel to the Company Parties and counsel to the Consenting Creditor Parties at or before the time of the proposed Transfer. 10.02. Upon compliance with the requirements of Section 10.01, the transferee shall be deemed a Consenting Noteholder RBL Lender, a Consenting Term Lender or a Consenting Noteholder, as applicable, and the transferor hereunder shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of the Floating Rate Note Claims being such transferred (such transferee, if any, to also Company Claims/Interests. Any Transfer in violation of Section 10.01 shall be a Consenting Noteholder hereunder)void ab initio. 10.03. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Creditor Parties from acquiring additional Floating Rate Note Company Claims/Interests; provided, however, that (a) such additional Floating Rate Note Claims Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Creditor Party be deemed subject to all of 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 Lenders) and (b) such Consenting Creditor Party must provide notice of such acquisition (including the amount and type of Company Claims/Interests acquired) to counsel to the Company Parties and counsel to the Consenting Lenders within five (5) Business Days of such acquisition. 10.04. This 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 Creditor Party to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, 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 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 10.01; and (iii) the Transfer otherwise is permitted under Section 10.01. To the extent that a Consenting Creditor 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 Creditor Party 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 Company Claims/Interests in favor of a bank or broker-dealer holding custody of such Company Claims/Interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Company Claims/Interests.

Transfer of Interests and Securities. Except as expressly provided herein(a) During the Effective Period, this Agreement no Consenting Stakeholder shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “"Transfer”") any ownership (including any beneficial ownership3) in the Claims or Interests unless it satisfies all of the Floating Rate Note following requirements (a transferee that satisfies such requirements, a "Permitted Transferee," and such Transfer, a "Permitted Transfer"), provided that the following provisions shall not apply to any Transfer in the Aegean Notes, Claims; provided, however, that for or Interests between affiliated parties or between Consenting Stakeholders or their affiliates: (i) the period commencing as intended transferee executes and delivers to counsel to Aegean on the terms set forth below an executed form of the date such Consenting Noteholder executes this Agreement until termination transfer agreement in the form attached hereto as Exhibit C (a "Transfer Agreement") (it being understood that the effectiveness of this Agreement pursuant any Transfer shall be subject to Section 6(a)(ii) and Section 6(b), below); and (ii) with respect to the terms hereof (such periodTransfer of Interests only, the “Restricted Period”), no Consenting Noteholder Transfer shall Transfer any Floating Rate Note Claims, and any purported Transfer of any Floating Rate Note Claims shall be void and without effect, unless (a) not adversely affect Aegean's ability to obtain the transferee is a Consenting Noteholder regulatory consents or other approvals necessary to effectuate the Restructuring. (b) if Aegean or the transferee is not Requisite Consenting Stakeholders shall have 3 business days from receiving notice of the Transfer Agreement to object to such Transfer Agreement for the reasons described herein. Failure to object to such Transfer Agreement within 3 business days of receiving notice of the Transfer Agreement shall be deemed a Consenting Noteholder prior to determination that the Transfer, such transferee agrees to be bound by this Agreement requirements herein have been satisfied with respect to such transferred claims by executing and delivering to the Company, at or prior to the time of the proposed Transfer, an executed copy of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred transfer. (such transferee, if any, to also be a Consenting Noteholder hereunder). c) This Agreement shall in no way be construed to preclude any the Consenting Noteholder Stakeholders from acquiring additional Floating Rate Note ClaimsClaims or Interests; providedprovided that (i) any Consenting Stakeholder that acquires additional Claims or Interests, howeveras applicable, that after the Agreement Effective Date shall promptly notify Aegean and its restructuring counsel of such acquisition including the amount of such acquisition and (ii) such additional Floating Rate Note Claims or Interests shall automatically and immediately upon acquisition by a Consenting NoteholderStakeholder, as legal or beneficial ownerapplicable, be deemed subject to all of the terms of this Agreement (regardless of when or whether notice of such acquisition is given in accordance herewith). 3 As used herein, the term "beneficial ownership" means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of the Claims or Interests or the right to acquire same. (d) This Section 6 shall not impose any obligation on Aegean to issue any "cleansing letter" or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any Claims or Interests. Notwithstanding anything to the contrary herein, to the extent Aegean has entered into a separate agreement with another Party concerning 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. (e) Any Transfer made in violation of this Section 6 shall be void ab initio and of no force and effect and shall not create any obligation or liability of any Consenting Stakeholder or Aegean to any purported transferee. (f) The restrictions on Transfer set forth in this Section 6 shall not apply to the grant of any liens or encumbrances on any Claims or Interests by any collateralized loan obligation or in favor of a bank or broker dealer holding custody of such Claims or Interests in the ordinary course of business and which lien or encumbrance is released automatically upon the Transfer of such Claims or Interests. (g) Notwithstanding the above, a Qualified Marketmaker4 that acquires any Aegean Notes, Claims, or Interests with the purpose and intent of acting as a Qualified Marketmaker for such Aegean Notes, Claims, or Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Aegean Notes, Claims, or Interests if (i) such Qualified Marketmaker subsequently transfers such Aegean Notes, Claims, or 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 is pursuant to this Section 6. 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 Aegean Notes, Claims, or Interests that the Qualified Marketmaker acquires from a holder of the Aegean Notes, Claims, or Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder Holder to sell, use, assign, transfer, transfer or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Back Stop Party Prepetition Term Loan Claims or the Senior Subordinated Notes Claims; provided, however, that for during the period commencing as of the date such Consenting Noteholder executes this Agreement Effective Date until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder Holder shall Transfer any Floating Rate Note ClaimsBack Stop Party Prepetition Term Loan Claims or Senior Subordinated Notes Claim, and any purported Transfer of any Floating Rate Note such Claims shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Holder or (b) if the transferee is not a Consenting Noteholder Holder, prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the Company, at or prior to before the time of the proposed Transfer, an executed copy of Exhibit E C attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred hereto (such transferee, if any, to also be a Consenting Noteholder hereunder“Joinder Agreement”). This Agreement shall in no way be construed to preclude any the Consenting Noteholder Holders from acquiring additional Floating Rate Note Back Stop Party Prepetition Term Loan Claims, Non-Back Stop Party Prepetition Term Loan Claims or additional Senior Subordinated Notes Claims; provided, however, that such additional Floating Rate Note Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Holder be deemed subject to all of the terms of this AgreementAgreement whether or not notice of such acquisition is given to the Company; provided, further, however, and except as expressly set forth in Section 3.06 hereof, nothing herein is intended to modify the terms of existing confidentiality agreements between the Company and each of the Consenting Holders. This Section 3.05 shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Holder to Transfer any Back Stop Party Prepetition Term Loan Claims or Senior Subordinated Notes Claims.

Transfer of Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict (a) During the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Support Period”), no Consenting Noteholder Creditor shall Transfer any Floating Rate Note Claimsownership (including any beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Creditor Claims to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (i) the transferee executes and any purported delivers to counsel to the Company, within two (2) Business Days of the closing of the Transfer, a Transfer of any Floating Rate Note Claims shall be void and without effect, unless Agreement; or (aii) the transferee is a Consenting Noteholder Creditor and the transferee provides notice of such Transfer (including the amount and type of Creditor Claim Transferred) to counsel to the Company at or before the time of the proposed Transfer; it being understood that any such transferee, as a Consenting Creditor already, will be bound to support the Transaction with those acquired holdings as well. (b) if Upon compliance with the requirements of Section 8(a), (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 in respect of such transferred Creditor Claims and (ii) the transferee is not shall be deemed to be a Consenting Noteholder prior to the Transfer, such transferee agrees to be bound by Creditor under this Agreement with respect to such transferred claims by executing Creditor Claims. Any Transfer in violation of Section 8(a) shall be deemed null and delivering to the Company, at void ab initio and of no force or prior to the time of the proposed Transfer, an effect until such a Transfer Agreement is executed copy of Exhibit E attached hereto, pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Floating Rate Note Claims being transferred and effective. (such transferee, if any, to also be a Consenting Noteholder hereunder). c) This Agreement shall in no way be construed to preclude any the Consenting Noteholder Creditors from acquiring additional Floating Rate Note Creditor Claims; provided, however, that (i) such additional Floating Rate Note Creditor Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Creditor be deemed subject to all of the terms of this AgreementAgreement (regardless of when or whether notice of such acquisition is given to counsel to the Company or counsel to the Consenting Creditors) and (ii) such Consenting Creditor must provide notice of such acquisition (including the amount and type of Creditor Claim acquired) to counsel to the Company within five (5) Business Days of such acquisition. (d) This Section 8 shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Creditor to Transfer any of its Creditor Claims. Notwithstanding anything to the contrary herein, to the extent the Company 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. (e) Notwithstanding Section 8(a), a Qualified Marketmaker that acquires any Creditor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Creditor Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Creditor Claims if: (i) such Qualified Marketmaker subsequently transfers such Creditor Claims (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(a), and (iii) the Transfer otherwise is permitted under Section 8(a). 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 Creditor Claims that the Qualified Marketmaker acquires from a holder of Creditor Claims who is not a Consenting Creditor without the requirement that the transferee be a Permitted Transferee. (f) The Company understands that the Consenting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company acknowledges and agrees that the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or the deal team within the business group(s) of the Consenting Creditor that principally manage and/or supervise the Consenting Creditor’s investment in the Company, and shall not apply to any other trading desk, deal team, or business group of the Consenting Creditor, so long as they are not acting at the direction or for the benefit of such Consenting Creditor, or in connection with such Consenting Creditor’s investment in the Company. (g) Further, notwithstanding anything in this Agreement to the contrary, the Parties agree that, in connection with the delivery of signature pages to this Agreement by a Consenting Creditor that is a Qualified Marketmaker before the occurrence of conditions giving rise to the effective date for the obligations and the support hereunder, such Consenting Creditor shall be a Consenting Creditor, as applicable, hereunder solely with respect to the Creditor Claims, as applicable, listed on such signature pages and shall not be required to comply with this Agreement for any other Creditor Claims it may hold from time to time in its role as a Qualified Marketmaker. (h) 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 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. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder Party to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note ClaimsClaims or Equity Security Interests; provided, however, that for the period commencing as of the date such Consenting Noteholder Party executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Noteholder Party shall Transfer any Floating Rate Note Claims, Claims or Equity Security Interests and any purported Transfer of any Floating Rate Note Claims or Equity Security Interests shall be void and without effect, unless (a) the transferee is a Consenting Noteholder Party or (b) if the transferee is not a Consenting Noteholder Party prior to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering delivers to the Company, at or prior to the time of the proposed Transfer, an executed copy of Exhibit E A attached hereto, hereto pursuant to which such Transferee shall assume all obligations of the Consenting Noteholder Party transferor hereunder in respect of the Floating Rate Note Claims or Equity Security Interests being transferred (such transferee, if any, to also be a Consenting Noteholder 8.625% Noteholder, or a Consenting AcqCo Noteholder, as applicable, hereunder). This Agreement shall in no way be construed to preclude any the Consenting Noteholder Parties from acquiring additional Floating Rate Note ClaimsClaims or Equity Security Interests; provided, however, that (a) any Consenting Party that acquires additional Claims or Equity Security Interests after executing this Agreement shall notify the Company, counsel to the Consenting 8.625% Noteholders, and counsel to the Consenting AcqCo Noteholders of such acquisition within three business days after the closing of such trade and (b) additional Floating Rate Note Claims and Equity Security Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Party be deemed subject to all of the terms of this Agreement.Agreement whether or not notice is given to the Company, counsel to the Consenting 8.625% Noteholders, and counsel to the Consenting AcqCo Noteholders of such acquisition. This Section

Transfer of Interests and Securities. Except as expressly provided herein, this 8.01. During the Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Effective Period”), no Consenting Senior Noteholder shall Transfer any Floating Rate Note Claimsownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, and as amended) in any purported Transfer of Company Claims to any Floating Rate Note Claims shall be void and without effectaffiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless (ai) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior executes and delivers to counsel to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering to the CompanyCompany Parties, at or prior to before the time of the proposed Transfer, an executed copy a Transfer Agreement or (ii) the transferee is a Consenting Senior Noteholder and the transferee provides notice of Exhibit E attached hereto, pursuant such Transfer (including the amount and type of Company Claim Transferred) to which such Transferee shall assume all obligations counsel to the Company Parties at or before the time of the Consenting Noteholder proposed Transfer. 8.02. Upon compliance with the requirements of Section 8.01, the transferor hereunder shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of the Floating Rate Note Claims being such transferred (such transferee, if any, to also Company Claims. Any Transfer in violation of Section 8.01 shall be a Consenting Noteholder hereunder)void ab initio. 8.03. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Senior Noteholders from acquiring additional Floating Rate Note Company Claims; provided, however, that (a) such additional Floating Rate Note Company Claims shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Senior Noteholder be deemed subject to all of 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 Senior Noteholders) and (b) such Consenting Senior Noteholder must provide notice of such acquisition (including the amount and type of Company Claim acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.04. 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 Senior Noteholder to Transfer any of its Company Claims. Notwithstanding anything to the contrary herein, 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 with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims if (i) such Qualified Marketmaker subsequently transfers such Company Claims (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 Senior 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 that the Qualified Marketmaker acquires from a holder of the Company Claims who is not a Consenting Senior Noteholder 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. Except as expressly provided herein, this 8.01. After the Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”)Effective Date, no Consenting Noteholder Stakeholder shall Transfer any Floating Rate Note 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, and including any purported Transfer of any Floating Rate Note Claims shall be void and without effectparty in which it may hold a direct or indirect beneficial interest, unless either: (ai) the transferee is a Consenting Noteholder or (b) if the transferee is not a Consenting Noteholder prior executes and delivers to counsel to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing and delivering to the CompanyCompany Parties, at or prior to before the time of the proposed Transfer, an executed copy a Transfer Agreement; or (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of Exhibit E attached hereto, pursuant such Transfer (including the amount and type of Company Claim/Interest Transferred) to which such Transferee shall assume all obligations counsel to the Company Parties at or before the time of the Consenting Noteholder proposed Transfer. 8.02. Upon compliance with the requirements of Section 8.01, the transferor hereunder shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of the Floating Rate Note Claims being such transferred (such transferee, if any, to also Company Claims/Interests. Any Transfer in violation of Section 8.01 shall be a Consenting Noteholder hereunder)void ab initio. 8.03. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Stakeholders from acquiring additional Floating Rate Note Company Claims/Interests; provided, however, that (a) such additional Floating Rate Note Claims Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Stakeholder be deemed subject to all of 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 Claim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 8.04. 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 herein, 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 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. Except as expressly provided herein8.01. During the Agreement Effective Period, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer, or otherwise dispose of (each, a “Transfer”) any of the Floating Rate Note Claims; provided, however, that for the period commencing as of the date such Consenting Noteholder executes this Agreement until termination of this Agreement except pursuant to the terms hereof (such period, consummation of the “Restricted Period”)Restructuring Transactions, no Consenting Noteholder Lender shall Transfer any Floating Rate Note ownership (including any beneficial ownership as defined in Rule 13d-3 under the Exchange Act) in any Company Claims/Interests to any affiliated or unaffiliated party, and including any purported Transfer of any Floating Rate Note Claims shall be void and without effectparty in which it may hold a direct or indirect beneficial interest, unless unless: either (a) the transferee executes and delivers to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders, at or before the time such Transfer is effective, a Joinder or (b) the transferee is a Consenting Noteholder or (b) if Lender and the transferee is not a Consenting Noteholder prior provides notice of such Transfer (including the amount and type of Company Claims/Interests Transferred) to counsel to the Transfer, such transferee agrees to be bound by this Agreement with respect to such transferred claims by executing Company Parties and delivering counsel to the Company, Ad Hoc Group of Lenders at or prior to before the time of the proposed Transfer. In addition to the foregoing, no Consenting Lender who is an executed copy Exit Facility Backstop Party shall Transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Exchange Act) in any Prepetition Second Lien Claims to any Person unless such transferring Consenting Lender also Transfers a proportionate amount of Exhibit E attached hereto, pursuant its Exit Facility Backstop Commitment to which such Transferee shall assume all obligations Person in accordance with the terms and conditions of the Exit Facility Backstop Agreement. 8.02. Upon compliance with the requirements of Section 8.01, the transferee shall be deemed a Consenting Noteholder Lender, as applicable, and the transferor hereunder shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 8.01 shall be void ab initio. Any Consenting Lender that effectuates a permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the Floating Rate Note Claims being transferred (such transferee, if any, failure of the Permitted Transferee to also be a Consenting Noteholder hereunder)comply with the terms of this Agreement. 8.03. This Agreement shall in no way be construed to preclude any the Consenting Noteholder Lenders from acquiring additional Floating Rate Note Company Claims/Interests; provided, however, that (a) such additional Floating Rate Note Claims Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Noteholder, as legal or beneficial owner, Lender be deemed subject to all of the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties and/or counsel to the Ad Hoc Group of Lenders); and (b) such Consenting Lender must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties and counsel to the Ad Hoc Group of Lenders within five (5) business days of such acquisition. Notwithstanding anything to the contrary in this Agreement, Company Claims/Interests or other claims of a Consenting Lender subject to this Agreement shall not include any Company Claim/Interest or other claims held in a fiduciary capacity or held or acquired by any other division, business unit or trading desk of such Consenting Lender (other than the division, business unit or trading desk expressly identified on the signature pages hereto), unless and until such division, business unit or trading desk is or becomes a party to this Agreement. 8.04. 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 Lender to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, 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 Joinder in respect of such Company Claims/Interests and shall not be subject to the requirements in the proviso of Section 8.03 hereof if (a) 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; (b) the transferee otherwise is a Permitted Transferee; and (c) the Transfer otherwise is a permitted Transfer under Section 8.01. To the extent that a Consenting 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 Lender 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 Lender and is unable to transfer such Company Claims/Interests within the fifteen (15) business day-period referred to above, the Qualified Marketmaker shall execute and deliver a Joinder in respect of such Company Claims/Interests. 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 Company Claims/Interests in favor of a bank or broker-dealer holding custody of such Company Claims/Interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 8.07. In connection with any Transfer permitted by this Section 8, each of the transferor and the transferee shall deliver to the Company Parties such information and documentation as reasonably requested by such Company Parties (including as requested by any transfer agent of such Company Parties) in order to validly effectuate such Transfer and/or substantiate compliance with any applicable law, including, without limitation, all applicable securities laws.