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. (b) Each Consenting Term B-2 Lender shall not sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan Transferor”), unless such Loan Transfer is to another Consenting Term B-2 Lender 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 Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Loan Transfer made in violation of this Section 14(b) 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 any 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. (c) Notwithstanding the foregoing, a Qualified Marketmaker (as defined herein), acting solely in its capacity as such, that acquires any Notes or Term B-2 Loans subject to this Amended Agreement shall not be required to execute a counterpart signature page to this Amended Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such Notes or Term B-2 Loans within five (5) business days of its acquisition and the purchaser or assignee of such Notes or Term B-2 Loans is a Consenting Noteholder or a Consenting Term B-2 Lender, as applicable, or such purchaser or assignee executes and delivers a Transferee Joinder or Loan Transferee Joinder, as applicable, to counsel to Ascent and Monitronics, counsel to the Consenting Noteholders, and counsel to the Consenting Term B-2 Lenders, in accordance with Section 25 hereof; provided that, if a Qualified Marketmaker, acting solely in its capacity as such, acquires Notes or Term B-2 Loans from an entity who is not a Consenting Noteholder with respect to such Notes or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute and deliver a Transferee Joinder or a Loan Transferee Joinder; provided further, that any such Qualified Marketmaker that is a Party to this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such Transfer. For purposes of this Amended Agreement, a “Qualified Marketmaker” means an entity that holds itself out to the public or applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Notes and/or Term B-2 Loans of Monitronics, in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans of Monitronics and is not holding such Notes or Term B-2 Loans for its own account.

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 23 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-1 B (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. (b) Each Consenting Term B-2 Lender shall not sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan Transferor”), unless such Loan Transfer is to another Consenting Term B-2 Lender 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 Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Loan Transfer made in violation of this Section 14(b) 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 any 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. (c) Notwithstanding the foregoing, a Qualified Marketmaker (as defined herein), acting solely in its capacity as such, that acquires any Notes or Term B-2 Loans subject to this Amended Agreement shall not be required to execute a counterpart signature page to this Amended Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such Notes or Term B-2 Loans within five (5) business days of its acquisition and the purchaser or assignee of such Notes or Term B-2 Loans is a Consenting Noteholder or a Consenting Term B-2 Lender, as applicable, or such purchaser or assignee executes and delivers a Transferee Joinder or Loan Transferee Joinder, as applicable, to counsel to Ascent and Monitronics, counsel to the Consenting Noteholders, and counsel to the Consenting Term B-2 Lenders, in accordance with Section 25 hereof; provided that, if a Qualified Marketmaker, acting solely in its capacity as such, acquires Notes or Term B-2 Loans from an entity who is not a Consenting Noteholder with respect to such Notes or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute and deliver a Transferee Joinder or a Loan Transferee Joinder; provided further, that any such Qualified Marketmaker that is a Party to this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such Transfer. For purposes of this Amended Agreement, a “Qualified Marketmaker” means an entity that holds itself out to the public or applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Notes and/or Term B-2 Loans of Monitronics, in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans of Monitronics and is not holding such Notes or Term B-2 Loans for its own account.

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. (b) Each Consenting Term B-2 Lender Notwithstanding anything to the contrary herein, (i) the foregoing Clause (a) of this Section 13 shall not sellpreclude any Consenting Noteholder from transferring Notes Claims to affiliates of such Consenting Noteholder (each, loan, assign, transfer, hypothecate, tender or otherwise dispose of (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan TransferorNoteholder Affiliate”), unless such Loan Transfer is to another which Consenting Term B-2 Lender or any other entity that first agrees in writing to Noteholder Affiliate shall be automatically bound by this Agreement upon the terms of this Amended Agreement by executing and delivering to counsel to Ascent and Monitronics and counsel to the Consenting Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfer) under this Amended Agreement to the extent transfer of such transferred rights and obligations. Any Loan Transfer made in violation Notes Claims; (ii) the foregoing Clause (a) of this Section 14(b) 13 shall not preclude any Consenting Bank from transferring Banks Claims to affiliates of such Consenting Bank or to other units or divisions within the organization of such Consenting Bank (each, a “Consenting Bank Affiliate”), which Consenting Bank Affiliate shall be deemed null automatically bound by this Agreement upon the transfer of such Banks Claims; and void ab initio (iii) a Qualified Marketmaker5 that acquires any of the Notes Claims or Banks Claims with the purpose and intent of no force or effect, regardless of any prior notice provided to Ascent, Monitronics, any Consenting Noteholder or any 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. (c) Notwithstanding the foregoing, acting as a Qualified Marketmaker (as defined herein), acting solely in its capacity as such, that acquires any for such Notes Claims or Term B-2 Loans subject to this Amended Agreement Banks Claims shall not be required to execute and deliver to counsel a counterpart signature page to this Amended Agreement Transferee Joinder or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, in this Agreement if such Qualified Marketmaker sells or assigns transfers such Notes Claims or Term B-2 Loans within five Banks Claims (5by purchase, sale, assignment, participation, or otherwise) business days of its acquisition and the purchaser or assignee of such Notes or Term B-2 Loans is to a Consenting Noteholder Noteholder, Consenting Bank or a Consenting Term B-2 LenderTransferee (including, as applicablefor the avoidance of doubt, or such purchaser or assignee executes and delivers a Transferee Joinder or Loan Transferee Joinder, as applicable, to counsel to Ascent and Monitronics, counsel to the Consenting Noteholders, and counsel to the Consenting Term B-2 Lenders, in accordance with Section 25 hereof; provided that, if a Qualified Marketmaker, acting solely in its capacity as such, acquires Notes or Term B-2 Loans from an entity who is not a Consenting Noteholder with respect to such Notes or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee such Transferee execute and deliver a Transferee Joinder or a Loan Transferee Joinder; provided further, that any such Qualified Marketmaker that is a Party to this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such Transfer. For purposes of this Amended Agreement, a “Qualified Marketmaker” means an entity that holds itself out to the public or applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Notes and/or Term B-2 Loans of Monitronics, in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans of Monitronics and is not holding such Notes or Term B-2 Loans for its own account).

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. (b) Each Consenting Term B-2 Lender shall not sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan Transferor”), unless such Loan Transfer is to another Consenting Term B-2 Lender 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 Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Loan Transfer made in violation of this Section 14(b) 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 any 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. (c) Notwithstanding the foregoing, a Qualified Marketmaker (as defined herein), acting solely in its capacity as such, that acquires any Notes or Term B-2 Loans subject to this Amended Agreement shall not be required to execute a counterpart signature page to this Amended Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such Notes or Term B-2 Loans within five (5) business days of its acquisition and the purchaser or assignee of such Notes or Term B-2 Loans is a Consenting Noteholder or a Consenting Term B-2 Lender, as applicable, or such purchaser or assignee executes and delivers a Transferee Joinder or Loan Transferee Joinder, as applicable, to counsel to Ascent and Monitronics, counsel to the Consenting Noteholders, and counsel to the Consenting Term B-2 Lenders, in accordance with Section 25 hereof; provided that, if a Qualified Marketmaker, acting solely in its capacity as such, acquires Notes or Term B-2 Loans from an entity who is not a Consenting Noteholder with respect to such Notes or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute and deliver a Transferee Joinder or a Loan Transferee Joinder; provided further, that any such Qualified Marketmaker that is a Party to this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such Transfer. For purposes of this Amended Agreement, a “Qualified Marketmaker” means an entity that holds itself out to the public or applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Notes and/or Term B-2 Loans of Monitronics, in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans of Monitronics and is not holding such Notes or Term B-2 Loans for its own account.

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 transferee. transferee (b) Each Consenting Term B-2 Lender it being understood that the putative transferor shall not sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan Transferor”), unless such Loan Transfer is to another Consenting Term B-2 Lender 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 Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfer) under this Amended Agreement to the extent of such transferred rights and obligations. Any Loan Transfer made in violation of this Section 14(b) 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 any 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. (c) Notwithstanding the foregoing, a Qualified Marketmaker (as defined herein), acting solely in its capacity as such, that acquires any Notes or Term B-2 Loans subject to this Amended Agreement shall not be required to execute a counterpart signature page to this Amended Agreement or otherwise agree continue to be bound by the terms and conditions set forth herein ifin this Agreement). (b) Notwithstanding Section 14(a), and (i) a Consenting Lender may transfer (by purchase, sale, assignment, participation or otherwise) its right, title, and/or interest in respect of any of such Consenting Lender’s interests in the Term Loan Agreement to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender, provided that such transfer shall only if, be valid if such Qualified Marketmaker sells transfers (by purchase, sale, assignment, participation or assigns otherwise) such Notes or Term B-2 Loans right, title and/or interest within five (5) business days of its acquisition and the purchaser receipt thereof to a transferee that is, or assignee of concurrent with such Notes or Term B-2 Loans is transfer becomes, a Consenting Noteholder or a Consenting Term B-2 Lender, as applicable, or such purchaser or assignee executes and delivers a Transferee Joinder or Loan Transferee Joinder, as applicable, to counsel to Ascent and Monitronics, counsel (ii) to the Consenting Noteholders, and counsel extent that a party to the Consenting Term B-2 Lenders, this Agreement is acting in accordance with Section 25 hereof; provided that, if its capacity as a Qualified Marketmaker, acting solely it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title, or interest in its capacity as such, respect of any interests in the Term Loan Agreement that the Qualified Marketmaker acquires Notes or Term B-2 Loans from an entity a holder of such interests who is not a Consenting Noteholder with respect to such Notes or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute and deliver be or become a Transferee Joinder or a Loan Transferee Joinder; provided further, that any such Qualified Marketmaker that is a Party to this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such TransferConsenting Lender. For purposes of this Amended Agreementthese purposes, a “Qualified Marketmaker” means an entity that (x) holds itself out to the public or applicable private markets market as standing ready in the ordinary course of its business to purchase from customers and sell to customers Notes and/or Term B-2 Loans of Monitronicsclaims against the Company (including debt securities or other debt) or enter with customers into long and short positions in claims against the Company (including debt securities or other debt), in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans such claims against the Company and (y) is in fact regularly in the business of Monitronics and is not holding such Notes making a market in claims against issuers or Term B-2 Loans for its own accountborrowers (including debt securities or other debt).

Transfers of Claims and Interests. (a) Each During the period beginning on the RSA Effective Date and ending on the RSA Termination Date, each Consenting Noteholder shall Noteholder, each Consenting RBL Lender, and each EnerVest Party agrees not to (i) sell, loantransfer, hypothecate, 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, its right, title, or interest in respect of any Notesof such 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 part, or (ii) deposit any of such Consenting Noteholder’s, Consenting RBL Lender’s, or EnerVest 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 Consenting Noteholder Noteholder, the Consenting RBL Lender, or EnerVest Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (x) another 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 shall be provided to EVEP, counsel to the Consenting Noteholders, counsel to the Consenting RBL Lenders, and counsel to the EnerVest Parties or (z) 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 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 EVEP, counsel to the Consenting Noteholders, in accordance with Section 25 hereofcounsel to the RBL Agent, and counsel to the EnerVest Parties, a transferee joinder Transferee Joinder substantially in the form attached hereto as Exhibit B-1 C (a the “Noteholder Transferee Joinder”); provided, however, that a Consenting Noteholder may permit its prime broker ) no later than 2 business days prior to hold the Notes as part consummation 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 DateTransfer. With respect to any and all Notes claims against or interests in a Debtor 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 NoteholdersNoteholder, Consenting RBL Lender, or EnerVest Party, 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 Sub-Clause (a) of this Section 14(a) 15 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to Ascent, Monitronicsthe Debtors, any Consenting Noteholder or Noteholder, and Consenting Term B-2 RBL Lender, and/or any EnerVest Party, and shall not create any obligation or liability of Ascent, Monitronicsany Debtor, any other Consenting Noteholder Noteholder, Consenting RBL Lender, or any Consenting Term B-2 Lender EnerVest Party to the purported transferee. (b) Each Consenting Term B-2 Lender shall not sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of Notwithstanding Sub-Clause (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan Transferor”), unless such Loan Transfer is to another Consenting Term B-2 Lender 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 Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfera) under this Amended Agreement to the extent of such transferred rights and obligations. Any Loan Transfer made in violation of this Section 14(b15, (i) 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 any 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. (c) Notwithstanding the foregoing, an entity that is acting in its capacity as a Qualified Marketmaker (as defined herein), acting solely in its capacity as such, that acquires any Notes or Term B-2 Loans subject to this Amended Agreement below) shall not be required to execute a counterpart signature page to this Amended Agreement be or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such Notes or Term B-2 Loans within five (5) business days of its acquisition and the purchaser or assignee of such Notes or Term B-2 Loans is become a Consenting Noteholder or a Consenting Term B-2 RBL Lender, or otherwise bound to this Agreement, in order to effect any Transfer (by purchase, sale, assignment, participation, or otherwise) of any claim against, or interest in, any Debtor, as applicable, by a Consenting Noteholder, Consenting RBL Lender or EnerVest Party to a transferee; provided that the transferee of the Qualified Marketmaker of such purchaser claims against, or assignee executes interest in, any Debtor shall satisfy clauses (x), (y) or (z) of Sub-Clause (a) of this Section 15; and delivers a Transferee Joinder or Loan Transferee Joinder, as applicable, to counsel to Ascent and Monitronics, counsel (ii) to the extent that a Consenting NoteholdersNoteholder, and counsel to the or Consenting Term B-2 LendersRBL Lender, acting in accordance with Section 25 hereof; provided that, if its capacity as a Qualified Marketmaker, acting solely in its capacity as suchacquires any claim against, acquires Notes or Term B-2 Loans interest in, any Debtor from an entity a holder of such claim or interest who is not a Consenting Noteholder with respect to such Notes Noteholder, Consenting RBL Lender or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectivelyan EnerVest Party, “Qualified Unrestricted Claims”), such Qualified Marketmaker it may Transfer any right(by purchase, title sale, assignment, participation, or otherwise) such claim or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute and deliver be or become a Transferee Joinder Consenting Noteholder or a Loan Transferee Joinder; provided further, that any such Qualified Marketmaker that is a Party to Consenting RBL Lender in accordance with this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such TransferSection 15. For purposes of this Amended AgreementSub-Clause (b), a “Qualified Marketmaker” means an entity that (x) holds itself out to the public or applicable private markets market as standing ready in the ordinary course of its business to purchase from customers and sell to customers Notes and/or Term B-2 Loans of Monitronicsclaims against, or interests in, the Debtors (including debt securities or other debt) or enter with customers into long and short positions in claims against, or interests in, the Debtors (including debt securities or other debt), in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans such claims against, or interests in, the Debtors, and (y) is in fact regularly in the business of Monitronics and is not holding such Notes making a market in claims against issuers or Term B-2 Loans for its own accountborrowers (including debt securities or other debt).

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. (b) Each Consenting Term B-2 Lender shall not sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of Notwithstanding Sub-Clause (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan Transferor”), unless such Loan Transfer is to another Consenting Term B-2 Lender 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 Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfera) under this Amended Agreement to the extent of such transferred rights and obligations. Any Loan Transfer made in violation of this Section 14(b13: (i) 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 any 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. (c) Notwithstanding the foregoing, a Qualified Marketmaker (as defined herein), an entity that is acting solely in its capacity as such, that acquires any Notes or Term B-2 Loans subject to this Amended Agreement a Qualified Marketmaker shall not be required to execute a counterpart signature page to this Amended Agreement be or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such Notes or Term B-2 Loans within five (5) business days of its acquisition and the purchaser or assignee of such Notes or Term B-2 Loans is become a Consenting Noteholder Creditor to effect any transfer (by purchase, sale, assignment, participation, or a Consenting Term B-2 Lenderotherwise) of any claim against any Chaparral Party, as applicable, or such purchaser or assignee executes and delivers a Transferee Joinder or Loan Transferee Joinder, as applicable, to counsel to Ascent and Monitronics, counsel to the Consenting Noteholders, and counsel to the Consenting Term B-2 Lenders, in accordance with Section 25 hereof; provided that, if a Qualified Marketmaker, acting solely in its capacity as such, acquires Notes or Term B-2 Loans from an entity who is not by a Consenting Noteholder with respect Creditor to such Notes or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute and deliver a Transferee Joinder or a Loan Transferee Joindertransferee; provided furtherprovided, that any such Qualified Marketmaker that is a Party to this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such Transfer. For purposes of this Amended Agreement, a “Qualified Marketmaker” means an entity that holds itself out to the public or applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Notes and/or Term B-2 Loans of Monitronics, in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans of Monitronics and is not holding such Notes or Term B-2 Loans for its own account.transfer by

Transfers of Claims and Interests. (a) Each No Consenting Noteholder Bond Green Bondholder 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, its right, title, or interest in respect of any Notesof such Consenting Bond Green Bondholder’s Bond Green Bond Claims, including, without limitation, the Bond Green Bonds themselves, in whole or in part part, or (ii) deposit any of such Consenting Bond Green Bondholder’s claims or 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 Sub-Clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Consenting Noteholder Bond Green Bondholder making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (y) another Consenting Noteholder Bond Green Bondholder or (z) 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, Debtors a transferee joinder Joinder Agreement substantially in the form attached hereto as Exhibit B-1 B (a the “Noteholder Transferee JoinderJoinder Agreement”); 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 right, title, or interest in Bond Green Bond Claims, including, without limitation, the Bond Green Bonds themselves, held by the relevant transferee 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, Bond Green Bondholder 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 Sub-Clause (a) 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 Debtors and/or Bond Green Bonds Trustee, and shall not create any obligation or liability of Ascent, Monitronics, any Consenting Noteholder Debtor or any Consenting Term B-2 Lender other Bond Green Bonds Trustee to the purported transferee. (b) Each Consenting Term B-2 Lender shall not sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of Notwithstanding Sub-Clause (including by participation), directly or indirectly, its right, title, or interest in any Term B-2 Loan, in whole or in part (such actions are collectively referred to herein as a “Loan Transfer” and the Consenting Term B-2 Lender making such Loan Transfer is referred to herein as the “Loan Transferor”), unless such Loan Transfer is to another Consenting Term B-2 Lender 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 Term B-2 Lenders, in accordance with Section 25 hereof, a transferee joinder substantially in the form attached hereto as Exhibit B-2 (a “Loan Transferee Joinder”). With respect to any and all Term B-2 Loans held by the relevant transferee upon consummation of a Loan Transfer in accordance herewith, such transferee is deemed to make all of the representations, warranties, and covenants of a Consenting Term B-2 Lender, as applicable, set forth in this Amended Agreement and (if not already a Consenting Term B-2 Lender is deemed to be, and shall be, a Consenting Term B-2 Lender for all purposes of this Amended Agreement). Upon compliance with the foregoing, the Loan 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 Loan Transfera) under this Amended Agreement to the extent of such transferred rights and obligations. Any Loan Transfer made in violation of this Section 14(b14, (i) 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 any 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. (c) Notwithstanding the foregoing, a Qualified Marketmaker (as defined herein), an entity that is acting solely in its capacity as such, that acquires any Notes or Term B-2 Loans subject to this Amended Agreement a Qualified Marketmaker shall not be required to execute a counterpart signature page to this Amended Agreement be or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such Notes or Term B-2 Loans within five (5) business days of its acquisition and the purchaser or assignee of such Notes or Term B-2 Loans is become a Consenting Noteholder Bond Green Bondholder to effect any transfer (by purchase, sale, assignment, participation, or a Consenting Term B-2 Lenderotherwise) of any claim against, or interest in, any Debtor, as applicable, or by a Consenting Bond Green Bondholder to a transferee; provided, that, such purchaser or assignee executes and delivers transfer by a Transferee Joinder or Loan Transferee Joinder, as applicable, Restructuring Support Party to counsel to Ascent and Monitronics, counsel to the Consenting Noteholders, and counsel to the Consenting Term B-2 Lenders, a transferee shall be in all other respects in accordance with and subject to Sub-Clause (a) of this Section 25 hereof14; provided thatand (ii) to the extent that a Consenting Bond Green Bondholder, if acting in its capacity as a Qualified Marketmaker, acting solely in its capacity as suchacquires any claim against, acquires Notes or Term B-2 Loans interest in, any Debtor from an entity a holder of such claim or interest who is not a Consenting Noteholder with respect to Bond Green Bondholder, it may transfer (by purchase, sale, assignment, participation, or otherwise) such Notes or is not a Consenting Term B-2 Lender with respect to such Term B-2 Loans (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title claim or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute and deliver be or become a Transferee Joinder or a Loan Transferee Joinder; provided further, that any such Qualified Marketmaker that is a Restructuring Support Party to in accordance with this Amended Agreement shall otherwise be subject to the terms and conditions of this Amended Agreement pending the completion of any such TransferSection 14. For purposes of this Amended AgreementSub-Clause (b), a “Qualified Marketmaker” means an entity that (y) holds itself out to the public or applicable private markets market as standing ready in the ordinary course of its business to purchase from customers and sell to customers Notes and/or Term B-2 Loans claims against, or interests in, any of Monitronicsthe Debtors (including debt securities or other debt) or enter with customers into long and short positions in claims against the Debtors (including debt securities or other debt), in its capacity as a dealer or market maker in Notes and/or Term B-2 Loans such claims or interests against the Debtors, and (z) is in fact regularly in the business of Monitronics and is not holding such Notes making a market in claims against issuers or Term B-2 Loans for its own accountborrowers (including debt securities or other debt).