Common use of Transfers of Claims and Interests Clause in Contracts

Transfers of Claims and Interests. (a) Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to VNR, a Transferee Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, or interests in, a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effect.

Transfers of Claims and Interests. (a) Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, against or interests in, in any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNRcounsel to the Debtors, counsel to the Consenting Incremental Term Loan Lenders, and counsel to the Consenting OpCo Noteholders, a Transferee Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, against or interests in, in a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be is deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 12 14 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors and/or any Restructuring Support Party, and shall not create any obligation or liability of any Debtor or any other Restructuring Support Party to the purported transferee.

Transfers of Claims and Interests. (a) Each No Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any DebtorCompany Claims/Interests subject to this Agreement, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, any DebtorCompany Claims/Interests, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (ay) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (bz) any other entity that agrees, first agrees in writing, writing to be bound by the terms of this Agreement (any such party, a “Joining Party”) by executing and delivering to VNR, the Debtors and counsel to each of the other Parties a Transferee Joinder Agreement substantially in the form attached hereto as Exhibit B (the “Transferee JoinderJoinder Agreement”). With respect to claims against, or interests in, a Debtor Company Claims/Interests held by the relevant transferee Joining Party, upon consummation of a Transfer in accordance herewith, such transferee shall be Joining Party is deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this sub-clause (a) of this Section 12 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors and/or any Restructuring Support Party, and shall not create any obligation or liability of any Debtor or any other Restructuring Support Party to the Joining Party.

Transfers of Claims and Interests. (a) Each Restructuring Support Party Consenting Noteholder shall not (i) sell, loan, assign, transfer, assignhypothecate (other than hypothecations or re-hypothecations in favor of a registered broker-dealer with whom the Notes are held in a prime brokerage account), hypothecate, pledge, grant a participation interest in, tender or otherwise dispose ofof (including by participation), directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicableNotes, in whole or in part, or part (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party Consenting Noteholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, Noteholder or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNRcounsel to Ascent and Monitronics and counsel to the Consenting Noteholders, in accordance with Section 23 hereof, a Transferee Joinder transferee joinder substantially in the form attached hereto as Exhibit B (the a “Transferee Joinder”); provided, however, that a Consenting Noteholder may permit its prime broker to hold the Notes as part of a custodian arrangement whereby such Consenting Noteholder retains all of its voting rights with respect to such Notes from the TSA Effective Date until the occurrence of the Termination Date. With respect to claims against, or interests in, a Debtor any and all Notes held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be is deemed to make all of the representations, warranties, and covenants of a Restructuring Support PartyConsenting Noteholders, as applicable, set forth in this AgreementAgreement and (if not already a Consenting Noteholder) is deemed to be, and shall be deemed to be be, a Party and a Restructuring Support Party Consenting Noteholder for all purposes under the of this Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effectobligations.

Transfers of Claims and Interests. (a) Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Holders or Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to VNR, a Transferee Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, or interests in, a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party LEGAL_US_W # 88666596.2 with respect to any Second Lien Claims or Notes Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effect.

Transfers of Claims and Interests. (a) Each Restructuring Support Party No Consenting Noteholder shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, any of its right, title, or interest in respect of any of such Restructuring Support PartyConsenting Noteholder’s claims against, or interests in, against any DebtorStone Party, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support PartyConsenting Noteholder’s claims against, or interests in, against any DebtorStone Party, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses Clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party Consenting Noteholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, Noteholder or Consenting RBL Lenders, as applicable or (b) any other entity (a “Transferee”) that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, the Stone Parties a Transferee Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, against or interests in, in a Debtor Stone Party held by the relevant transferee Transferee upon consummation of a Transfer in accordance herewith, such transferee shall be Transferee is deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicableConsenting Noteholder, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under Agreement as of the Agreementdate of such Transfer. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer and any remedies with respect to such claim) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Section 12 13 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Stone Parties and/or any Consenting Noteholder, and shall not create any obligation or liability of any Stone Party or any other Consenting Noteholder to the purported transferee.

Transfers of Claims and Interests. (a) Each No Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any DebtorDebtor subject to this Agreement, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, against any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (ay) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (bz) any other entity that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, the Debtors a Transferee Joinder Agreement substantially in the form attached hereto as Exhibit B (the “Transferee JoinderJoinder Agreement”). With respect to claims against, against or interests in, in a Debtor held by the relevant transferee transferee, upon consummation of a Transfer in accordance herewith, such transferee shall be is deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 12 13 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors and/or any Restructuring Support Party, and shall not create any obligation or liability of any Debtor or any other Restructuring Support Party to the purported transferee.

Transfers of Claims and Interests. (a) Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Holders or Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to VNR, a Transferee Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, or interests in, a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Second Lien Claims or Notes Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effect.

Transfers of Claims and Interests. (ai) Each Restructuring Support Party No Participating Creditor shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support PartyParticipating Creditor’s claims against, or interests in, against any Debtor, as applicable, Debtor in whole or in part, or (ii) deposit any of such Restructuring Support PartyParticipating Creditor’s claims against, or interests in, against any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party Participating Creditor making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable Participating Creditor or (b) any other entity Person that agrees, first agrees in writing, writing to be bound by the terms of this Settlement and Support Agreement by executing and delivering to VNR, a Transferee Joinder substantially in the form attached hereto as Exhibit B Annex H (the “Transferee Joinder”)) to the Debtors or, if to a Party or Participating Creditor, which Party or Participating Creditor has already executed this Settlement and Support Agreement, in which case, the Party or Participating Creditor receiving such Transferee Joinder shall deliver same to the Debtors. With respect to claims against, against or interests in, in a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be is deemed to make all of the representations, warranties, and covenants of a Restructuring Support PartyParticipating Creditor, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Settlement and Support Agreement or any related non-disclosure agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (i) of this Section 12 6(j) shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors, and shall not create any obligation or liability of any Debtor or any other Party to the purported transferee.

Transfers of Claims and Interests. (a) Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note HoldersHolders or, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to VNR, a Transferee Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, or interests in, a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Second Lien Claims or Notes Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effect.

Transfers of Claims and Interests. (a) Each Restructuring Support Party No Consenting Stakeholder shall not (i) sell, transfer, assign, pledge, hypothecate, pledgeencumber, grant a participation interest in, or otherwise dispose of, directly or indirectly, any of its right, title, or interest in respect of any of such Restructuring Support PartyConsenting Stakeholder’s claims against, or interests in, any DebtorAffinion Party, as applicable, in whole or in part, part or (ii) deposit any of such Restructuring Support PartyConsenting Stakeholder’s claims against, or interests in, any DebtorAffinion Party, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party Consenting Stakeholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, Stakeholder or Consenting RBL Lenders, as applicable or (b) any other entity (a “Transferee”) that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, the Affinion Parties a Transferee Joinder substantially in the form attached hereto as Exhibit B F (the “Transferee Joinder”). With respect to claims against, against or interests in, a Debtor in an Affinion Party held by the relevant transferee Transferee upon consummation of a Transfer in accordance herewith, such transferee shall be Transferee is deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicableConsenting Stakeholder, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under Agreement as of the Agreementdate of such Transfer. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights (and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to be released from its obligations, except for any Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effect.liability for

Transfers of Claims and Interests. (a) Each Restructuring Plan Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Plan Support Party’s claims against, or interests in, any DebtorUltra Entity, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Plan Support Party’s claims against, against or interests in, in any DebtorUltra Entity, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Plan Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is (i) to another Plan Support Party, (aii) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, Ultra a Transferee Joinder substantially in the form attached hereto as Exhibit B C (the “Transferee Joinder”). With , or (iii) with respect to claims againstOTC Transfers of HoldCo Equity Interests, or interests inin compliance with the Over-The-Counter Transfer Procedures attached hereto as Exhibit D; provided, a Debtor held by that the relevant transferee upon consummation Ultra Entities shall cooperate and use reasonable efforts in facilitating OTC Transfers of a Transfer HoldCo Equity Interests in accordance herewith, such transferee shall be deemed to make all of with the representations, warranties, Plan Support Agreement and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Backstop Commitment Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 12 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Ultra Entities and/or any Plan Support Party, and shall not create any obligation or liability of any Ultra Entity or any other Plan Support Party to the purported transferee.

Transfers of Claims and Interests. (a) Each Restructuring Support Party Consenting Lender shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support PartyConsenting Lender’s claims interests in the Credit Agreement, or any other claim against, or interests in, any Debtorthe Company, as applicable, in whole or in part, or (ii) grant any proxies, deposit any of such Restructuring Support PartyConsenting Lender’s claims againstinterests in the Credit Agreement, or any other claim against or interests in, any Debtorin the Company, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party Consenting Lender making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, Lender or Consenting RBL Lenders, as applicable or (b) any other entity that (x) first agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to VNRthe Company, at least five (5) business days prior to effectiveness of the relevant Transfer, a Transferee Joinder substantially in the form attached annexed hereto as Exhibit B F (the “Transferee Joinder”)) and (y) is reasonably capable, after due inquiry and investigation by the Transferor, of fulfilling its obligations under this Agreement. With respect to the Credit Agreement and any other claims against, or interests in, a Debtor the Company held by the relevant transferee upon consummation of a Transfer in accordance herewithTransfer, such transferee shall be deemed to make all of the representations, warranties, representations and covenants warranties of a Restructuring Support Party, as applicable, Consenting Lender set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party Consenting Lender for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party Consenting Lender with respect to any Claims interest in the Credit Agreement or other claim not so transferred. Any Transfer made in violation of this Section 12 11 shall be deemed null and void and of no force or effect, regardless of any prior notice provided to the Company and/or the Consenting Lenders, and shall not create any obligation or liability of the Company to the purported transferee (it being understood that the putative transferor shall continue to be bound by the terms and conditions set forth in this Agreement).

Transfers of Claims and Interests. (a) Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any DebtorMACH Gen Entity, as applicable, in whole or in part, or (ii) grant any proxies, deposit any of such Restructuring Support Party’s claims against, against or interests in, in any DebtorMACH Gen Entity, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, (x) first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, the Company a Transferee Joinder substantially in the form attached hereto as Exhibit B H (the “Transferee Joinder”). With respect , and (y) is reasonably capable, after due inquiry and investigation by the Transferor, of fulfilling its obligations under this Agreement; provided, however, the Company’s prior written consent (which consent shall be provided only after reasonable consultation with the Majority Second Lien Holders and the Required First Lien Holders) shall be required (i) for any Transfer that would entitle the intended transferee or its affiliates to claims againstbeneficially or legally own, in aggregate, at least ten percent (10%) of the reorganized equity in the Company (or its successor) (the “Reorganized Equity”), and (ii) in connection with a transfer of “beneficial ownership” (defined below) of Equity Interests (x) by an intended transferor that, on the date hereof, is treated as the beneficial owner of 4.9% or more of the Equity Interests, (y) if the intended transferee owns 4.9% or more of the Equity Interests prior to the proposed transfer, or interests insuch person would own 4.9% or more of the Equity Interests immediately following such proposed transfer. For purposes of clause (ii) in the proviso above, a Debtor held “beneficial ownership” shall be determined in accordance with applicable rules under section 382 of the Internal Revenue Code, the U.S. Department of Treasury regulations promulgated thereunder and rulings issued by the relevant transferee upon consummation of a Transfer in accordance herewithInternal Revenue Service, such transferee shall be deemed to make all of the representationsand, warrantiesthus, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights and obligations but provided in those rules, from time to time shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effect.include, without limitation,‌

Transfers of Claims and Interests. (a) Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any DebtorPVA Entity, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, against or interests in, in any DebtorPVA Entity, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, (x) first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, Penn Virginia a Transferee Joinder substantially in the form attached hereto as Exhibit B F (the “Transferee Joinder”). With , and (y) solely with respect to claims againstany Transferor that is a Backstop Party, or interests in, a Debtor held agrees in writing to be bound by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be deemed to make all obligations of the representationsapplicable Transferor under the Backstop Commitment Agreement and is determined, warranties, after due inquiry and covenants of a investigation by the Restructuring Support PartyParties and the PVA Entities, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreementreasonably capable of fulfilling such obligations. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 12 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the PVA Entities and/or any Restructuring Support Party, and shall not create any obligation or liability of any PVA Entity or any other Restructuring Support Party to the purported transferee.

Transfers of Claims and Interests. (a) Each Restructuring No Noteholder Plan Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Noteholder Plan Support Party’s claims against, or interests in, against any DebtorDebtor subject to this Agreement, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Noteholder Plan Support Party’s claims against, or interests in, against any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Noteholder Plan Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Noteholder Plan Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, the Debtors a Transferee Joinder substantially in the form attached hereto as Exhibit B C (the “Transferee Joinder”). With respect to claims against, against or interests in, in a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be is deemed to make all of the representations, warranties, and covenants of a Restructuring Noteholder Plan Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 12 13 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors and/or any Noteholder Plan Support Party, and shall not create any obligation or liability of any Debtor or any other Plan Support Party to the purported transferee.

Transfers of Claims and Interests. (a) Each Restructuring Support During the period beginning on the RSA Effective Date and ending on the RSA Termination Date, each Consenting Noteholder, each Consenting RBL Lender, and each EnerVest Party shall agrees not to (i) sell, transfer, hypothecate, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Consenting Noteholder’s, the Consenting RBL Lender’s, or EnerVest Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Consenting Noteholder’s, Consenting RBL Lender’s, or EnerVest Party’s claims against, against or interests in, in any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Consenting Noteholder, the Consenting RBL Lender, or EnerVest Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (ax) another Restructuring Support Party Consenting Noteholder, Consenting RBL Lender, or EnerVest Party, (y) solely with respect to any Consenting Noteholder (other than JPMorgan Chase Bank, N.A. and any of its affiliates to the extent they become Consenting Noteholders hereunder), a transferee that as of the date of such Transfer, the Transferor controls, is controlled by or is under common control with such Transferor, or an affiliate, affiliated fund or affiliated entity with a common investment advisor, provided that such transferee under this clause (y) shall be deemed to be bound by the terms of this Agreement without any further action on the part of such transferee or Transferor other than that notice of any such Transfer is shall be provided to EVEP, counsel to VNR the Consenting Noteholders, counsel to the Consenting RBL Lenders, and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable EnerVest Parties or (bz) any other entity (including, for the avoidance of doubt, an entity controlled by or under common control with, and any affiliate, affiliated fund or affiliated entity of, a Consenting RBL Lender) that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNREVEP, counsel to the Consenting Noteholders, counsel to the RBL Agent, and counsel to the EnerVest Parties, a Transferee Joinder substantially in the form attached hereto as Exhibit B C (the “Transferee Joinder”)) no later than 2 business days prior to the consummation of such Transfer. With respect to claims against, against or interests in, in a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be is deemed to make all of the representations, warranties, and covenants of a Restructuring Support Consenting Noteholder, Consenting RBL Lender, or EnerVest Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 12 15 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors, any Consenting Noteholder, and Consenting RBL Lender, and/or any EnerVest Party, and shall not create any obligation or liability of any Debtor, any other Consenting Noteholder, Consenting RBL Lender, or any EnerVest Party to the purported transferee.

Transfers of Claims and Interests. (a) Each No Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, against any DebtorDebtor subject to this Agreement, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, against any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, first agrees in writing, writing to be bound by the terms of this Agreement by executing and delivering to VNR, the Debtors a Transferee Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, against or interests in, in a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be is deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferredobligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 12 13 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors and/or any Restructuring Support Party, and shall not create any obligation or liability of any Debtor or any other Restructuring Support Party to the purported transferee.