Common use of Transfer of Interests and Securities Clause in Contracts

Transfer of Interests and Securities. 9.01. During the Agreement Effective Period, no Consenting First Lien Lender shall Transfer any ownership (including any beneficial ownership as defined in 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) the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (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 First Lien Lender; 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 First Lien 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 of the proposed Transfer. 9.02. Upon compliance with the requirements of Section 9.01, 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/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders from acquiring additional Company Claims/Interests; provided, however, that such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien 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 First Lien Lender). 9.04. This 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 First Lien 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. 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 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; and (c) the Transfer otherwise is a Permitted Transfer. To the extent that a Consenting First Lien Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer 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 First Lien Lender 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. 9.01. During the Agreement Effective Period, no Consenting First Lien Lender 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: (a) in the authorized case of any Company Claims/Interests, the transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting First Lien LenderStakeholder; 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 First Lien Lender Stakeholder or an Affiliate thereof bound by the terms of this Agreement 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. 9.02. Upon compliance with the requirements of Section 9.01, the transferee shall be deemed a Consenting Stakeholder, and 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/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Stakeholders from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 First Lien Lender)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. 9.04. This 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 First Lien Lender 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. 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 (ai) such Qualified Marketmaker subsequently Transfers 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; (bii) the transferee otherwise is a Permitted TransfereeTransferee under Section 9.01; and (ciii) the Transfer otherwise is a Permitted TransferTransfer under Section 9.01. To the extent that a Consenting First Lien Lender 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 First Lien Lender 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.

Transfer of Interests and Securities. 9.01. During the Agreement Effective Period, no Consenting First Lien Lender 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: (a) in the case of any Company Claims, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting First Lien LenderStakeholder or an Affiliate thereof; 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 Joinder, or (ii) the transferee is a Consenting First Lien Lender 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 or before the time of the proposed Transfer. 9.02. Upon compliance with the requirements of Section 9.01, the transferee shall be deemed a Consenting Stakeholder and 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/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Stakeholders from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 First Lien Lender)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 and the other Consenting Stakeholders (as applicable) within five (5) Business Days of such acquisition. 9.04. This 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 First Lien Lender 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. 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 (ai) such Qualified Marketmaker subsequently Transfers transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five ten (510) Business Days of its acquisition to a transferee that is an entity Entity that is not an affiliateAffiliate, affiliated fund, or affiliated entity Entity with a common investment advisor; (bii) the transferee otherwise is a Permitted TransfereeTransferee under Section 9.01; and (ciii) the Transfer otherwise is a Permitted TransferTransfer under Section 9.01. To the extent that a Consenting First Lien Lender 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 First Lien Lender 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. 9.018.01. During the Agreement Effective Period, other than as expressly contemplated by this Agreement, no Consenting First Lien Lender 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 any Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii2) an institutional accredited investor (as defined in the Rules), or (iv3) a Consenting First Lien LenderParty; 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 First Lien Lender 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. 9.028.02. Upon compliance with the requirements of Section 9.018.01, 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/Interests. Any Transfer in violation of Section 9.01 8.01 shall be void ab initio. 9.038.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Parties from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 First Lien Lender)Parties) and (b) such Consenting Party 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. 9.048.04. This Section 9 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 First Lien Lender 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. 9.058.05. Notwithstanding Section 9.018.01, 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 (ai) such Qualified Marketmaker subsequently Transfers 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; (bii) the transferee otherwise is a Permitted TransfereeTransferee under Section 8.01; and (ciii) the Transfer otherwise is a Permitted TransferTransfer under Section 8.01. To the extent that a Consenting First Lien Lender 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 First Lien Lender Party without the requirement that the transferee be a Permitted Transferee. 9.068.06. Notwithstanding anything to the contrary in this Section 98, the restrictions on Transfer set forth in this Section 9 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. 9.018.01. During the Agreement Effective Period, no Consenting First Lien Lender 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 any Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting First Lien LenderStakeholder; 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 First Lien Lender 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 the Consenting Stakeholder Advisors at or before the time of the proposed Transfer. 9.028.02. Upon compliance with the requirements of Section 9.018.01 of this Agreement, the transferee shall be deemed a Consenting Lender or a Consenting Senior Noteholder, as applicable and 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/Interests. Any Transfer in violation of Section 9.01 8.01 of this Agreement shall be void ab initio. 9.038.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Stakeholders from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 First Lien LenderStakeholders); 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 and the Consenting Stakeholder Advisors within five (5) Business Days of such acquisition. 9.048.04. This Section 9 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 First Lien Lender 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. 9.058.05. Notwithstanding Section 9.018.01 of this Agreement, 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 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 Entity that is not an affiliate, affiliated fund, or affiliated entity Entity with a common investment advisor; (b) the transferee otherwise is a Permitted TransfereeTransferee under Section 8.01 of this Agreement; and (c) the Transfer otherwise is a Permitted TransferTransfer under Section 8.01 of this Agreement. To the extent that a Consenting First Lien Lender 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 First Lien Lender Stakeholder without the requirement that the transferee be a Permitted Transferee. 9.068.06. Notwithstanding anything to the contrary in this Section 98, the restrictions on Transfer set forth in this Section 9 8 shall not apply to the grant of any liens or encumbrances on any claims Claims and interests in favor of a bank or broker-dealer holding custody of such claims Claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims Claims and interests.

Transfer of Interests and Securities. 9.01. During the Agreement Effective Period, no Consenting First Lien Lender 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) the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting First Lien Lender; andCreditor; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, a Transfer Agreement at or before the time of the proposed TransferTransfer and delivers an executed copy thereof to counsel to the Company Parties and counsel to the Consenting Creditors within two Business Days of execution, a Transfer Agreement or (ii) the transferee is a Consenting First Lien Lender 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 and counsel to the time Consenting Creditors within two Business Days following such Transfer; and (c) in the case of a Transfer of an Equity Interest, such Transfer will not result in a change of ownership of any Company Party under Section 382 of the proposed TransferInternal Revenue Code. 9.02. Upon compliance with the requirements of Section 9.01‎9.01, 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/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Creditors from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 First Lien Lender)Creditors) and (b) such Consenting Creditor 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. 9.04. This 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 First Lien Lender 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 otherwise arising under such Confidentiality Agreements. 9.05. Notwithstanding Section 9.01‎9.01, 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 (ai) such Qualified Marketmaker subsequently Transfers 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; (bii) the transferee otherwise is a Permitted TransfereeTransferee under Section 9.01; and (ciii) the Transfer otherwise is a Permitted TransferTransfer under Section 9.01. To the extent that a Consenting First Lien Lender 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 First Lien Lender 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. 9.01. During the Agreement Effective Specified Period, no Consenting First Lien Lender 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 Senior Notes Claims to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting First Lien Lender; andNoteholder; (b) either (i) the transferee executes and delivers to counsel to the Company PartiesParties and to the Noteholder Groups Counsels, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting First Lien Lender Noteholder or an Affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest any Senior Notes Claims Transferred) to counsel to the Company Parties at and to the Noteholder Groups Counsels by the close of business on the second Business Day 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) adversely affect the time of Company Parties’ ability to obtain the proposed Transferregulatory consents or approval necessary to effectuate the Restructuring Transactions. 9.02. Upon compliance with the requirements of Section 9.01, 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 Senior Notes Claims/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Noteholders from acquiring additional Company Claims/Senior Notes Claims or other Claims or Interests (or any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Senior Notes Claims or other Claims or Interests; provided, however, that (a) such additional Company Claims/Interests Senior Notes Claims shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 to the Noteholder Groups Counsels), other than with respect to any Senior Notes Claims acquired by a Consenting Noteholder in its capacity as a Qualified Marketmaker and (b) such Consenting Noteholder must provide notice of any acquisition of Senior Notes Claims (including the amount and type of such acquisition) to counsel to the Consenting First Lien Lender)Company Parties within two (2) Business Days of such acquisition. 9.04. This 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 First Lien Lender Noteholder to Transfer any of its Company Senior Notes 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. 9.05. Notwithstanding Section 9.01, a Qualified Marketmaker that acquires any Company Claims/Interests Senior Notes Claims with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests Senior Notes Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests Senior Notes Claims if (ai) such Qualified Marketmaker subsequently Transfers transfers such Company Claims/Interests Senior Notes 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 affiliateAffiliate, affiliated fund, or affiliated entity with a common investment advisor; (bii) the transferee otherwise is a Permitted TransfereeTransferee under Section 9.01; and (ciii) the Transfer otherwise is a Permitted TransferTransfer under Section 9.01. To the extent that a Consenting First Lien Lender 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 Senior Notes Claims that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests Senior Notes Claims who is not a Consenting First Lien Lender 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. 9.07. The Company Parties will provide notice of any Transfer Agreement received pursuant to Section 9.01(b)(i) (which notice shall include the amount and type of Senior Notes Claims Transferred pursuant to such Transfer Agreement) to the Noteholder Groups Counsels 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.

Transfer of Interests and Securities. 9.01. During the Agreement Effective Period, no Consenting First Lien Lender 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 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 any Company Claims, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting First Lien LenderCreditor or an Affiliate thereof; 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 Joinder, or (ii) the transferee is a Consenting First Lien Lender Creditor 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 the time of the proposed Transfer. Upon the occurrence of any transfer under (i) or (ii) hereof, counsel to the Company Parties shall promptly inform the Consenting Creditor Advisors of the transfer. 9.02. Upon compliance with the requirements of Section 9.01, the transferee shall be deemed a Consenting Creditor and 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/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Creditors from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 First Lien Lender)Creditors) and (b) such Consenting Creditor 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 Consenting Creditors (as applicable) within five (5) Business Days of such acquisition. 9.04. This 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 First Lien 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. 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 (ai) such Qualified Marketmaker subsequently Transfers transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five ten (510) Business Days of its acquisition to a transferee that is an entity Entity that is not an affiliateAffiliate, affiliated fund, or affiliated entity Entity with a common investment advisor; (bii) the transferee otherwise is a Permitted TransfereeTransferee under Section 9.01; and (ciii) the Transfer otherwise is a Permitted TransferTransfer under Section 9.01. To the extent that a Consenting First Lien Lender 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 First Lien Lender Creditor without the requirement that the transferee be a Permitted Transferee. 9.05. No Consenting Creditor shall transfer any ownership (including any beneficial ownership as defined in the Rule 13-d-3 under the Exchange Act) in any Company Claims/Interests to any unaffiliated party without the prior written consent of the Required Consenting Creditors. 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. 9.018.01. During the Agreement Effective Period, no Consenting First Lien Lender 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 Claims to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in by Rule 501(a)(1), (2), (3), and (7) of the RulesSecurities Act), or (iv4) a Consenting First Lien Lender; andStakeholder not in breach of this Agreement; (b) either (i) the transferee executes and delivers to counsel to the Consenting Stakeholders and counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Consenting First Lien Lender 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 or before and counsel to the time Consenting Stakeholders by the close of business on the proposed second Business Day following such Transfer; and (c) such Transfer shall not violate the terms of any order entered by the Bankruptcy Court with respect to preservation of net operating losses. 9.028.02. Upon compliance with the requirements of Section 9.018.01, 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/Interests. With respect to Company Claims held by the relevant transferee upon consummation of a Transfer, such transferee is deemed to make all of the representations and warranties of a Consenting Stakeholder 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 9.01 8.01 shall be void ab initio. 9.038.03. This Agreement shall in no way be construed to preclude the any Consenting First Lien Lenders Stakeholders from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests Claims shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 to counsel to the Consenting First DIP Lenders, counsel to the Consenting Revolving Credit Facility Lenders, counsel to the Consenting FLLO Term Loan Facility Lenders, and counsel to the Consenting Second Lien Lender)Noteholders) and (b) on the effective date of such transfer, such Consenting Stakeholder 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. 9.048.04. This Section 9 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 First Lien Lender 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. 9.058.05. Notwithstanding Section 9.018.01, (a) a Consenting Stakeholder 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/Interests Claims from such Consenting Stakeholder with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests Claims if (a) such Qualified Marketmaker subsequently Transfers such Company Claims/Interests within five Claims (5by purchase, sale assignment, participation, or otherwise) Business Days of its acquisition to a transferee that is an entity that is not an affiliatea Consenting Stakeholder or a transferee who executes and delivers to counsel to the Consenting Stakeholders and counsel to the Company Parties, affiliated fundat or before the time of the proposed Transfer, or affiliated entity with a common investment advisor; (b) Transfer Agreement. Notwithstanding the transferee otherwise is a Permitted Transferee; and (c) the Transfer otherwise is a Permitted Transfer. To foregoing, to the extent that a any Consenting First Lien Lender Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interests in Company Claims/Interests Claims that the Qualified Marketmaker it acquires from a holder of the such Company Claims/Interests who Claims that is not a Consenting First Lien Lender Stakeholder without the requirement that the transferee be or become a Permitted TransfereeConsenting Stakeholder or execute a Transfer Agreement. 9.068.06. Notwithstanding anything to the contrary in this Section 98, the restrictions on Transfer set forth in this Section 9 8 shall not apply to the grant of any liens 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 Lien or encumbrance is released upon the Transfer of such claims and interests.

Transfer of Interests and Securities. 9.01. During the Agreement Effective Period, no Consenting First Lien Lender 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) the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting First Lien Lender; andCreditor; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, a Transfer Agreement at or before the time of the proposed TransferTransfer and delivers an executed copy thereof to counsel to the Company Parties and each counsel to the Consenting Creditors within two Business Days of execution, a Transfer Agreement or (ii) the transferee is a Consenting First Lien Lender 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 and each counsel to the time Consenting Creditors within two Business Days following such Transfer; and (c) in the case of a Transfer of an Equity Interest, such Transfer will not result in a change of ownership of any Company Party under Section 382 of the proposed TransferInternal Revenue Code. 9.02. Upon compliance with the requirements of Section 9.01, 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/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio. 9.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Creditors from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting First Lien Lender 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 First Lien Lender)Creditors) and (b) such Consenting Creditor 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. 9.04. This 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 First Lien Lender 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 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 (ai) such Qualified Marketmaker subsequently Transfers 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; (bii) the transferee otherwise is a Permitted TransfereeTransferee under Section 9.01; and (ciii) the Transfer otherwise is a Permitted TransferTransfer under Section 9.01. To the extent that a Consenting First Lien Lender 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 First Lien Lender 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. 9.018.01. During the Agreement Effective Period, no Consenting First Lien Lender Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amendedAct) in any Company Claims/Interests Claim to any affiliated or unaffiliated partyother Person that is not a Consenting Stakeholder unless (such transferee described below, including any party in which it may hold a direct or indirect beneficial interest, unless:“Permitted Transferee”): (a) in the case of any Company Claim, the authorized transferee is either (i) a “qualified institutional buyer buyer” as defined in Rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, or (iii) an institutional accredited investor (as defined in the Rules), or (iv) a Consenting First Lien LenderStakeholder; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before Parties and counsel to the time of the proposed Transfer, Consenting Stakeholders a Transfer Agreement or (ii) the transferee is a Consenting First Lien Lender Stakeholder or an Affiliate thereof and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest TransferredClaims transferred) to counsel to the Company Parties at or before and applicable counsel to such Consenting Stakeholder by the time close of business on the proposed second Business Day following such Transfer. 9.028.02. Upon compliance with the requirements of Section 9.018.01, 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/Interests, and the transferee shall be deemed to be a Consenting Stakeholder, as applicable, under this Agreement with respect to such transferred Company Claims. Any Transfer in violation of Section 9.01 8 shall be null and void ab initioinitio and of no force or effect. 9.038.03. This Agreement shall in no way be construed to preclude the Consenting First Lien Lenders Stakeholders from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests Claims shall automatically and immediately upon acquisition by a Consenting First Lien Lender Stakeholder be deemed to be 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 applicable counsel to such Consenting Stakeholder), and (b) such Consenting Stakeholder must provide notice of such acquisition (including the amount and type of Company Claim acquired) to counsel to the Consenting First Lien LenderCompany Parties within five (5) Business Days of any acquisition (calculated based on the settled trade date). 9.048.04. This Section 9 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 any Consenting First Lien Lender 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. 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 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; and (c) the Transfer otherwise is a Permitted Transfer. To the extent that a Consenting First Lien Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer 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 First Lien Lender 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.