Common use of Transfers of Claims and Interests Clause in Contracts

Transfers of Claims and Interests. (a) Each Consenting Noteholder shall not sell, loan, assign, transfer, hypothecate (other than hypothecations or re-hypothecations in favor of a registered broker-dealer with whom the Notes are held in a prime brokerage account), tender or otherwise dispose of (including by participation), directly or indirectly, its right, title, or interest in any Notes, in whole or in part (such actions are collectively referred to herein as a “Transfer” and the Consenting Noteholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Consenting Noteholder or any other entity that first agrees in writing to be bound by the terms of this Amended Agreement by executing and delivering to counsel to Ascent and Monitronics and counsel to the Consenting Noteholders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-1 (a “Noteholder 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 any and all Notes held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Noteholders, as applicable, set forth in this Amended Agreement and (if not already a Consenting Noteholder) is deemed to be, and shall be, a Consenting Noteholder for all purposes of this Amended 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 Amended Agreement that occurs prior to such Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Transfer made in violation of this Section 14(a) shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to Ascent, Monitronics, any Consenting Noteholder or Consenting Term B-2 Lender, and shall not create any obligation or liability of Ascent, Monitronics, any Consenting Noteholder or any Consenting Term B-2 Lender to the purported transferee.

Transfers of Claims and Interests. (a) Each Consenting Noteholder Unitholder shall not sell, loan, assign, transfer, hypothecate (other than hypothecations or re-hypothecations in favor of a registered broker-dealer with whom the Notes Series A Preferred Units are held in a prime brokerage account), tender or otherwise dispose of (including by participation), directly or indirectly, its right, title, or interest in any NotesSeries A Preferred Units, in whole or in part (such actions are collectively referred to herein as a “Transfer” and the Consenting Noteholder Unitholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Consenting Noteholder Unitholder or any other entity that first agrees in writing to be bound by the terms of this Amended Agreement by executing and delivering to counsel to Ascent and Monitronics and counsel to the Consenting NoteholdersPartnership, in accordance with Section 25 5.2 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-1 A (a “Noteholder Transferee Joinder”); provided, however, that a Consenting Noteholder Unitholder may permit its prime broker to hold the Notes Series A Preferred Units as part of a custodian arrangement whereby such Consenting Noteholder Unitholder retains all of its voting rights with respect to such Notes Series A Preferred Units from the TSA Effective Date until the occurrence of the Termination Date. With respect to any and all Notes Series A Preferred Units held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting NoteholdersUnitholder, as applicable, set forth in this Amended Agreement and (if not already a Consenting NoteholderUnitholder) is deemed to be, and shall be, a Consenting Noteholder Unitholder for all purposes of this Amended 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 Amended Agreement that occurs prior to such Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Transfer made in violation of this Section 14(a) 5.6 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to Ascent, Monitronics, the Partnership or any Consenting Noteholder or Consenting Term B-2 LenderUnitholder, and shall not create any obligation or liability of Ascent, Monitronics, any Consenting Noteholder the Partnership or any Consenting Term B-2 Lender Unitholder to the purported transferee.

Transfers of Claims and Interests. (a) Each No Consenting Noteholder shall not (i) sell, loantransfer, assign, transferpledge, hypothecate (other than hypothecations or re-hypothecations in favor of grant a registered broker-dealer with whom the Notes are held in a prime brokerage account)participation interest in, tender or otherwise dispose of (including by participation)of, directly or indirectly, any of its right, title, or interest in respect of any Notesof such Consenting Noteholder’s claims against any Chaparral Party, as applicable, in whole or in part part, or (ii) deposit any of such Consenting Noteholder’s claims against any Chaparral 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 Consenting Noteholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Consenting Noteholder or any other entity (a “Transferee”) that first agrees in writing to be bound by the terms of this Amended Agreement by executing and delivering to counsel to Ascent and Monitronics and counsel to the Consenting Noteholders, in accordance with Section 25 hereof, Chaparral Parties a transferee joinder Transferee Joinder substantially in the form attached hereto as Exhibit B-1 B (a the “Noteholder Transferee Joinder”); provided, however, that a Consenting Noteholder may permit its prime broker . With HN\0000000.10 MilbankLatham Draft 5/1/165/3/16 Confidential Subject to hold the Notes as part of a custodian arrangement whereby such Consenting Noteholder retains all of its voting rights with FRE 408 respect to such Notes from the TSA Effective Date until the occurrence of the Termination Date. With respect to any and all Notes claims against or interests in a Chaparral Party held by the relevant transferee Transferee upon consummation of a Transfer in accordance herewith, such transferee Transferee is deemed to make all of the representations, warranties, and covenants of a Consenting NoteholdersNoteholder, as applicable, set forth in this Amended Agreement and (if not already a Consenting Noteholder) is deemed to be, and shall be, a Consenting Noteholder for all purposes as of this Amended Agreementthe date 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 Amended Agreement that occurs prior to such Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 14(a) 13 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to Ascent, Monitronics, the Chaparral Parties and/or any Consenting Noteholder or Consenting Term B-2 LenderNoteholder, and shall not create any obligation or liability of Ascent, Monitronics, any Chaparral Party or any other Consenting Noteholder or any Consenting Term B-2 Lender to the purported transferee.

Transfers of Claims and Interests. (a) Each Consenting Noteholder Lender or Consenting Equity Holder, as applicable, shall not (i) sell, loantransfer, assign, transferhypothecate, hypothecate (other than hypothecations or re-hypothecations in favor of pledge, grant a registered broker-dealer with whom the Notes are held in a prime brokerage account)participation interest in, tender or otherwise dispose of (including by participation)of, directly or indirectly, its right, title, or interest in respect of any Notesof such Consenting Lender’s or Consenting Equity Holder’s claims against, or interests in, the Company, as applicable, in whole or in part or (ii) grant any proxies, deposit any of such Consenting Lender’s or Consenting Equity Holder’s claims against or interests in the Company, as applicable, into a voting trust, 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 Consenting Noteholder Lender or Consenting Equity Holder, as applicable, making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Consenting Noteholder Lender or Consenting Equity Holders, as applicable, or any other entity that (x) first agrees agrees, in writing writing, to be bound by the terms of this Amended Agreement by executing and delivering to counsel the Company, at least five (5) business days prior to Ascent and Monitronics and counsel to effectiveness of the Consenting Noteholders, in accordance with Section 25 hereofrelevant Transfer, a transferee joinder Transferee Joinder substantially in the form attached annexed hereto as Exhibit B-1 F (a the “Noteholder Transferee Joinder”)) and (y) is reasonably capable, after due inquiry and investigation by the Transferor, of fulfilling its obligations under this Agreement, provided that, nothing in this Section 14(a) shall prohibit or otherwise affect any Consenting Lender’s pledge of its interests under the Term Loan Agreement to such Consenting Lender’s own lender in the ordinary course of business; providedprovided further that, however, that nothing in this Section 14(a) shall prohibit the settlement of trades of claims under the Term Loan Agreement by a Consenting Noteholder may permit its prime broker Lender made prior to hold the Notes as part date 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 Datethis Agreement. With respect to the Term Loan Agreement, EveryWare Preferred Stock, EveryWare Common Stock, and any and all Notes other claims against, or interests in, the Company held by the relevant transferee upon consummation of a Transfer in accordance herewithTransfer, such transferee is shall be deemed to make all of the representations, warrantiesrepresentations and warranties of a Transferor set forth in this Agreement, and covenants of shall be deemed to be a Party and a Consenting NoteholdersLender or Consenting Equity Holder, as applicable, set forth in this Amended Agreement and (if not already a Consenting Noteholder) is deemed to be, and shall be, a Consenting Noteholder for all purposes of this Amended 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 Amended Agreement that occurs prior to such Transfer) under this Amended Agreement solely to the extent of such transferred rights and obligationsobligations but shall otherwise remain party to this Agreement as a Consenting Lender or Consenting Equity Holder, as applicable, with respect to any interest in the Term Loan Agreement, EveryWare Preferred Stock, EveryWare Common Stock, or other claim or interest not so transferred. Any Transfer made in violation of this Section 14(a) 14 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to Ascent, Monitronics, any Consenting Noteholder or Consenting Term B-2 Lenderthe Parties, and shall not create any obligation or liability of Ascent, Monitronics, any Consenting Noteholder or any Consenting Term B-2 Lender the Company to the purported transfereetransferee (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 No Consenting Noteholder Creditor shall not (i) sell, loantransfer, assign, transferpledge, hypothecate (other than hypothecations or re-hypothecations in favor of grant a registered broker-dealer with whom the Notes are held in a prime brokerage account)participation interest in, tender or otherwise dispose of (including by participation)of, directly or indirectly, any of its right, title, or interest in respect of any Notesof such Consenting Creditor’s claims against, or interests in, any Chaparral Party, as applicable, in whole or in part part, or (ii) deposit any of such Consenting Creditor’s claims against, or interests in, any Chaparral 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 Consenting Noteholder Creditor making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Consenting Noteholder Creditor or any other entity (a “Transferee”) that (x) first agrees in writing to be bound by the terms of this Amended Agreement by executing and delivering to counsel to Ascent and Monitronics and counsel to the Consenting Noteholders, in accordance with Section 25 hereof, Chaparral Parties a transferee joinder Transferee Joinder substantially in the form attached hereto as Exhibit B-1 B (a the “Noteholder 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 and (y) solely with respect to such Notes from any Transferor that is a Backstop Party, agrees in writing to be bound by the TSA Effective Date until the occurrence obligations of the Termination Dateapplicable Transferor under the Backstop Commitment Agreement and is determined, after due inquiry and investigation by the Consenting Creditors and the Chaparral Parties, to be reasonably capable of fulfilling such obligations. With respect to any and all Notes claims against or interests in a Chaparral Party held by the relevant transferee Transferee upon consummation of a Transfer in accordance herewith, such transferee Transferee is deemed to make all of the representations, warranties, and covenants of a Consenting NoteholdersCreditor, as applicable, set forth in this Amended Agreement and (if not already a Consenting Noteholder) is deemed to be, and shall be, a Consenting Noteholder for all purposes as of this Amended Agreementthe date 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 Amended Agreement that occurs prior to such Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Transfer made in violation of this Sub-Clause (a) of this Section 14(a) 13 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to Ascent, Monitronics, the Chaparral Parties and/or any Consenting Noteholder or Consenting Term B-2 LenderCreditor, and shall not create any obligation or liability of Ascent, Monitronics, any Consenting Noteholder Chaparral Party or any other Consenting Term B-2 Lender Creditor to the purported transferee.

Transfers of Claims and Interests. (a) Each No Consenting Noteholder and no Consenting Bank shall not (i) sell, loantransfer, assign, transferpledge, hypothecate (other than hypothecations or re-hypothecations in favor of grant a registered broker-dealer with whom the Notes are held in a prime brokerage account)participation interest in, tender or otherwise dispose of (including by participation)of, directly or indirectly, any of its right, title, or interest in respect of any Notesof such Consenting Noteholder’s or Consenting Bank’s claims against any Stone Party, as applicable, in whole or in part part, or (ii) deposit any of such Consenting Noteholder’s or Consenting Bank’s claims against any Stone 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 Consenting Noteholder or Consenting Bank making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to another Consenting Noteholder or Consenting Bank or any other entity (a “Transferee”) that first agrees in writing to be bound by the terms of this Amended Agreement by executing and delivering to counsel to Ascent and Monitronics and counsel to the Consenting Noteholders, in accordance with Section 25 hereof, Stone Parties a transferee joinder Transferee Joinder substantially in the form attached hereto as Exhibit B-1 B (a the “Noteholder 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 any and all Notes claims against or interests in a Stone Party held by the relevant transferee Transferee upon consummation of a Transfer in accordance herewith, such transferee Transferee is deemed to make all of the representations, warranties, and covenants of a Consenting NoteholdersNoteholder or Consenting Bank, as applicable, set forth in this Amended Agreement and (if not already a Consenting Noteholder) is deemed to be, and shall be, a Consenting Noteholder for all purposes as of this Amended Agreementthe date 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 Amended Agreement that occurs prior to such TransferTransfer and any remedies with respect to such claim) under this Amended Agreement to the extent of such transferred rights and obligations. Any Transfer made in violation of this Section 14(a) 13 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to Ascent, Monitronics, the Stone Parties and/or any Consenting Noteholder or and/or any Consenting Term B-2 LenderBank, and shall not create any obligation or liability of Ascent, Monitronicsany Stone Party, any other Consenting Bank or any other Consenting Noteholder or any Consenting Term B-2 Lender to the purported transferee.