Common use of Transfer of Interests and Securities Clause in Contracts

Transfer of Interests and Securities. 9.01 During the Agreement Effective Period, no Party shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an accredited investor (as defined in the Rules), or (iv) a Consenting Party; (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Party or an Affiliate thereof bound by the terms of this Agreement and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties by the close of business on the second Business Day following such Transfer; and (c) in the case of a Transfer by a DIP Lender, such transfer is made pursuant to the terms of the DIP Credit Agreement. 9.02 Upon compliance with the requirements of Section 9.01, the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. 9.03 This Agreement shall in no way be construed to preclude the Consenting Stakeholders or any Other Consenting Stakeholder from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Party be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties) and (b) such Party must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of such acquisition. 9.04 This Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 9.01 10.01. During the Agreement Effective Period, no Party Consenting Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: : (a) in the case of any Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting Party; Creditor; and (b) either (i) the transferee executes and delivers to counsel to each of the Company Parties, the First Lien Ad Hoc Group, and ▇▇▇▇▇▇▇, at or before the time of the proposed Transfer, a Transfer Agreement Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor, or (iiiii) the transferee is a Party or an Affiliate thereof bound by the terms of this Agreement Consenting Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties by at or before the close of business on the second Business Day following such Transfer; and (c) in the case of a Transfer by a DIP Lender, such transfer is made pursuant to the terms time of the DIP Credit Agreementproposed Transfer. 9.02 10.02. Upon compliance with the requirements of Section 9.0110.01, the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 10.01 shall be void ab initio. 9.03 10.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders or any Other Consenting Stakeholder Creditors from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Party Consenting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company PartiesParties or counsel to the Consenting Creditors) and (b) such Party Consenting Creditor must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) on a confidential basis to counsel to the Company Parties within five (5) Business Days of such acquisition. 9.04 10.04. This Section 9 10 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party Consenting Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 10.05. Notwithstanding Section 10.01, a Qualified Marketmaker that acquires any Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long 20 10.06. Notwithstanding anything to the contrary in this Section 10, the restrictions on Transfer set forth in this Section 10 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Consenting Creditors pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors are in any way acting in concert or as such a “group.” 10.

Transfer of Interests and Securities. 9.01 8.01. During the Agreement Effective PeriodPeriod and subject to Section 8.05, no Party neither SoftBank nor any Consenting Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amendedAct) in any Company Claims/Equity Interests to any affiliated non-Affiliate or unaffiliated partyany other Person that is not SoftBank or a Consenting Noteholder (with respect to SoftBank, the foregoing shall include any Transfer in connection with a resale of any 5.00% Unsecured Notes, Series I, or Secured Notes, in each case pursuant to the terms of the applicable NPA and, during the Agreement Effective Period, SoftBank agrees not to (a) request or initiate any resale transaction in respect of any 5.00% Unsecured Notes, Series I, or Secured Notes, in each case pursuant to the terms of the applicable NPA, or (b) exchange any 5.00% Unsecured Notes, Series I, for 5.00% Unsecured Notes, Series II, including pursuant to the terms of the 5.00% Unsecured Notes Indenture). Notwithstanding the foregoing sentence, during the Agreement Effective Period, SoftBank and any Consenting Noteholder may Transfer such ownership to any respective Affiliate, including any party Affiliate in which it may hold a direct or indirect beneficial interest, unlessor to any Consenting Noteholder or its Affiliate or any other entity (other than with respect to the Secured Notes, which may not be transferred by SoftBank to any Person who is not an Affiliate of SoftBank that is already, or by joinder becomes, a Party to this Agreement), if: (a) in the case of any Company Claims/Equity Interests, the authorized transferee is either (i) a “qualified institutional buyer buyer” as defined in Rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional “accredited investor investor” (as defined in within the meaning of the Rules), or (iv) SoftBank or a Consenting Party;Noteholder; and (b) either (i) the transferee executes and delivers to counsel to the Company Parties, at or before the time of no later than one Business Day after the proposed Transfer, a Transfer Agreement or (ii) the transferee is SoftBank or a Party or an Affiliate thereof bound by the terms of this Agreement Consenting Noteholder and the transferee provides notice of such Transfer (including the amount and type of Company ClaimClaims/Interest TransferredEquity Interests transferred) to counsel to the Company Parties by the close of business on the second no later than one Business Day following such after the proposed Transfer; and (c) in the case of a Transfer by a DIP Lender, such transfer is made pursuant to the terms of the DIP Credit Agreement. 9.02 8.02. Upon compliance with the requirements of Section 9.018.01, the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Equity Interests. Any Transfer in violation of Section 8 shall be void ab initio. 9.03 8.03. This Agreement shall in no way be construed to preclude SoftBank or the Consenting Stakeholders or any Other Consenting Stakeholder Noteholders from acquiring additional Company Claims/Equity Interests; provided, however, that (a) such additional Company Claims/Equity Interests shall automatically and immediately upon acquisition by SoftBank or a Party Consenting Noteholder, as applicable, be deemed subject to this Agreement, including the terms of this Agreement covenants set forth in Section 4 and Section 5 (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties) and , SoftBank, or the Consenting Noteholders), (b) SoftBank or such Party Consenting Noteholder, as applicable, must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties within five (5) Business Days of at or prior to such acquisition, and (c) any such acquisition shall be subject to the provisions of Section 8.05. 9.04 8.04. This Section 9 8 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party SoftBank or any Consenting Noteholder to Transfer any of its Company Claims/Equity Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 8.05. From the Agreement Effective Date until the earlier to occur of the Closing Date and the Termination Date, and except as described in the Term Sheet or Definitive Documents: (a) SoftBank shall not (i) claim any worthless stock deduction with respect to the Equity Interests of WeWork for any tax period including or prior to the Agreement Effective Period, (ii) acquire or pledge, encumber, assign, sell, or otherwise Transfer, offer, or contract to pledge, encumber, assign, sell, or otherwise Transfer, in whole or in part, directly or indirectly, any portion of its right, title, or interests in any of its shares, stock, or other Equity Interests in WeWork, or (iii) acquire any outstanding indebtedness of any Company Party, in the case of clause (a)(ii) of this Section 8.05, to the extent such acquisition or Transfer (including any such pledge, encumbrance, assignment, sale, or other transaction or event) could result in an “ownership change” of any Company Party for purposes of Section 382 of the Internal Revenue Code and, in the case of clause (a)(iii) of this Section 8.05, to the extent such acquisition would reasonably be expected to result in the application of Section 108(e)(4) of the Internal Revenue Code and (b) for purposes of the Stockholder Rights Plan, the Ad Hoc Group shall not be treated as a single “entity” as defined under U.S. Department of Treasury Regulations Section 1.382-3(a)(1) solely as a result of its members’ participation in the Transactions; provided, however, that, (1) with respect to clause (a)(ii) of this Section 8.05, the Company Parties shall evaluate in good faith any acquisition or Transfer that would otherwise violate the provisions of this Section 8.05 and, if the Company Parties reasonably determine that such Transfer would not result in an “ownership change” of any Company Party under Section 382 of the Internal Revenue Code when viewed in the aggregate with any other proposed Transfers, such Transfer shall be permitted upon written notice by the Company Parties, and (2) with respect to clause (a)(iii) of this Section 8.05, the Company Parties shall evaluate in good faith any acquisition of outstanding indebtedness that would otherwise violate the provisions of this Section 8.05 and, if the Company Parties reasonably determine that such acquisition would not result in the application of Section 108(e)(4) of the Internal Revenue Code; provided, further, that prior to any Company Party giving consent to any acquisition or Transfer pursuant to the foregoing proviso, such acquisition or Transfer shall be subject to the written consent, not to be unreasonably withheld, conditioned or delayed, of SoftBank and the Required Consenting Noteholders.

Transfer of Interests and Securities. 9.01 10.01 During the Agreement Effective Period, no Party Consenting Lender shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:unless (a “Permitted Transfer”): (a) the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional accredited investor (as defined in rules 501(a)(1), (2), (3), and (7) of the RulesSecurities Act), or (iv) a Consenting Party;Lender; and (b) either the transferee (i) the transferee executes and delivers to counsel to the Company PartiesDebtors and counsel to the Consenting Creditor Parties in accordance with Section 15.07, at or before the time within two (2) Business Days of the proposed Transfer, a fully executed Transfer Agreement or Agreement, (ii) the transferee controls, is controlled by, or is under common control with such transferor Consenting Lender or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor therewith that is bound by this Agreement, or (iii) is a Party Consenting Lender (or controls, is controlled by, or is under common control with a Consenting Lender or is an Affiliate thereof affiliate, affiliated fund, or affiliated entity with a common investment advisor therewith that is bound by this Agreement) unaffiliated with such transferor Consenting Lender, and, in the terms case of this Agreement and (iii), the transferee provides notice of such Transfer and the identification of the Consenting Lender that is the transferee or affiliated therewith (including the amount and type of Company Claim/Interest Transferredtransferred) to counsel to the Company Parties by the close of business on the second Business Day following such Transfer; and (c) in the case of a Transfer by a DIP Lender, such transfer is made pursuant Debtors and counsel to the terms Consenting Creditor Parties in accordance with Section 15.07, within two (2) Business Days of the DIP Credit AgreementTransfer. 9.02 10.02 Upon compliance with the requirements of Section 9.0110.01, the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 10.01 shall be void ab initio. Any Consenting Lender that effectuates a Transfer in accordance with this Section 10 shall have no liability under this Agreement arising from or related to the failure of the transferee to comply with the terms of this Agreement. 9.03 10.03 This Agreement shall in no way be construed to preclude the Consenting Stakeholders or any Other Consenting Stakeholder Lenders from acquiring additional Company Claims/Interests; provided, however, provided that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Party Consenting Lender be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Debtors or counsel to the Consenting Creditor Parties) ), and (b) such Party Consenting Lender must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) on a confidential basis to counsel to the Company Parties Debtors within five three (53) Business Days of such acquisition. 9.04 10.04 This Section 9 10 shall not impose any obligation on any Company Party Debtor to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party Consenting Lender to Transfer any of its Company Claims/Interests or acquire any Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party Debtor and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 9.01 10.01. During the Agreement Effective Period, no Party Consenting Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: : (a) in the case of any Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting Party; Creditor; and (b) either (i) the transferee executes and delivers to counsel to each of the Company Parties, the First Lien Ad Hoc Group, and ▇▇▇▇▇▇▇, at or before the time of the proposed Transfer, a Transfer Agreement Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor, or (iiiii) the transferee is a Party or an Affiliate thereof bound by the terms of this Agreement Consenting Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties by at or before the close of business on the second Business Day following such Transfer; and (c) in the case of a Transfer by a DIP Lender, such transfer is made pursuant to the terms time of the DIP Credit Agreementproposed Transfer. 9.02 10.02. Upon compliance with the requirements of Section 9.0110.01, the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 10.01 shall be void ab initio. 9.03 10.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders or any Other Consenting Stakeholder Creditors from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Party Consenting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company PartiesParties or counsel to the Consenting Creditors) and (b) such Party Consenting Creditor must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) on a confidential basis to counsel to the Company Parties within five (5) Business Days of such acquisition. 9.04 10.04. This Section 9 10 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party Consenting Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 10.05. Notwithstanding Section 10.01, a Qualified Marketmaker that acquires any Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long 21 10.06. Notwithstanding anything to the contrary in this Section 10, the restrictions on Transfer set forth in this Section 10 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Consenting Creditors pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors are in any way acting in concert or as such a “group.” 10.

Transfer of Interests and Securities. 9.01 8.01. During the Agreement Effective Period, : (a) no Party Consenting Senior Noteholder shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (ai) the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional accredited investor (as defined in the Rules), or (iviii) a Consenting Party;Senior Noteholder; and (bii) either (iA) the transferee executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (iiB) the transferee is a Party or an Affiliate thereof bound by the terms of this Agreement Consenting Senior Noteholder and the transferee provides written notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties by the close within two (2) Business Days of business on the second Business Day following such Transferacquisition; and (cb) in the case of Exit Facility New Money Commitments, each Consenting Exit Facility Lender’s Exit Facility New Money Commitments may be freely assigned or transferred, in whole or in part, by such Consenting Exit Facility Lender to (i) any other Consenting Exit Facility Lender, (ii) any Affiliate of a Transfer Consenting Exit Facility Lender, or (iii) any other Person not referred to in clauses (i) or (ii) above so long as such Person is approved in writing by the Required Consenting Exit Facility Lenders and the Company Parties (such approval not to be unreasonably withheld, conditioned, or delayed), prior to such assignment, delegation, or transfer and shall be deemed granted if not denied by the Company Parties or the Required Consenting Exit Facility Lenders within four (4) Business Days after the assigning Consenting Exit Facility Lender provides notice to the other Consenting Exit Facility Lenders and the Company Parties (for purposes of this clause (iii), the Consenting Exit Facility Lender proposing to make such assignment or transfer, and all of its Affiliates, shall be excluded from the calculation of Required Consenting Exit Facility Lenders for purposes of determining whether the definition of “Required Consenting Exit Facility Lenders” has been satisfied). Following any such Transfer, Schedule 1 to the Exit Facility Term Sheet shall be updated by the Required Consenting Exit Facility Lenders (in consultation with the Company Parties) (it being understood and agreed that updates to Schedule 1 to the Exit Facility Term Sheet shall not result in overall changes to the aggregate amount of Exit Facility New Money Commitments). Any update to Schedule 1 to the Exit Facility Term Sheet described in the immediately preceding sentence shall not be deemed an amendment to this Agreement. Notwithstanding the foregoing or any other provisions herein, unless otherwise agreed in any instance by the Company Parties and the Required Consenting Exit Facility Lenders (for purposes of this sentence, the Consenting Exit Facility Lender making such assignment, and all of its Affiliates, shall be excluded from the calculation of Required Consenting Exit Facility Lenders for purposes of determining whether the definition of “Required Consenting Exit Facility Lenders” has been satisfied), no assignment of Exit Facility New Money Commitments by a DIP Lender, Consenting Exit Facility Lender to an Affiliate of such transfer is made pursuant Consenting Exit Facility Lender will relieve the assigning Consenting Exit Facility Lender of its obligations hereunder if any such Affiliate assignee fails to the terms of the DIP Credit Agreementperform such obligations. 9.02 8.02. Upon compliance with the requirements of Section 9.018.01(a), the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 8.01(a) shall be void ab initio. 9.03 8.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders or any Other Consenting Stakeholder Senior Noteholders from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Party Consenting Senior Noteholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties) Parties or counsel to the Consenting Senior Noteholders), and (b) such Party Consenting Senior Noteholder must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties within five two (52) Business Days of such acquisition. 9.04 8.04. This Section 9 8 shall not impose any obligation on any the Company Party Parties to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party Consenting Senior Noteholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a any Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 9.01 10.01 During the Agreement Effective Period, no Party Consenting BrandCo Lender shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:unless (a “Permitted Transfer”): (a) the authorized transferee is either (i) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii) an institutional accredited investor (as defined in rules 501(a)(1), (2), (3), and (7) of the RulesSecurities Act), or (iv) a Consenting Party;BrandCo Lender; and (b) either the transferee (i) the transferee executes and delivers to counsel to the Company PartiesDebtors and counsel to the Consenting Creditor Parties in accordance with Section 15.07, at or before the time within two (2) Business Days of the proposed Transfer, a fully executed Transfer Agreement or Agreement, (ii) the transferee controls, is controlled by, or is under common control with such transferor Consenting BrandCo Lender or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor therewith that is bound by this Agreement, or (iii) is a Party Consenting BrandCo Lender (or controls, is controlled by, or is under common control with a Consenting BrandCo Lender or is an Affiliate thereof affiliate, affiliated fund, or affiliated entity with a common investment advisor therewith that is bound by this Agreement) unaffiliated with such transferor Consenting BrandCo Lender, and, in the terms case of this Agreement and (iii), the transferee provides notice of such Transfer and the identification of the Consenting BrandCo Lender that is the transferee or affiliated therewith (including the amount and type of Company Claim/Interest Transferredtransferred) to counsel to the Company Parties by the close of business on the second Business Day following such Transfer; and (c) in the case of a Transfer by a DIP Lender, such transfer is made pursuant Debtors and counsel to the terms Consenting Creditor Parties in accordance with Section 15.07, within two (2) Business Days of the DIP Credit AgreementTransfer. 9.02 10.02 Upon compliance with the requirements of Section 9.0110.01, the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 10.01 shall be void ab initio. Any Consenting BrandCo Lender that effectuates a Transfer in accordance with this Section 10 shall have no liability under this Agreement arising from or related to the failure of the transferee to comply with the terms of this Agreement. 9.03 10.03 This Agreement shall in no way be construed to preclude the Consenting Stakeholders or any Other Consenting Stakeholder BrandCo Lenders from acquiring additional Company Claims/Interests; provided, however, provided that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Party Consenting BrandCo Lender be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Debtors or counsel to the Consenting Creditor Parties) ), and (b) such Party Consenting BrandCo Lender must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) on a confidential basis to counsel to the Company Parties Debtors within five three (53) Business Days of such acquisition. 9.04 10.04 This Section 9 10 shall not impose any obligation on any Company Party Debtor to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party Consenting BrandCo Lender to Transfer any of its Company Claims/Interests or acquire any Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party Debtor and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

Transfer of Interests and Securities. 9.01 10.01. During the Agreement Effective Period, no Party Consenting Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless: (a) in the case of any Company Claims/Interests, the authorized transferee is either (i1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (ii2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (iii3) an institutional accredited investor (as defined in the Rules), or (iv4) a Consenting Party;Creditor; and (b) either (i) the transferee executes and delivers to counsel to each of the Company Parties, the First Lien Ad Hoc Group, and ▇▇▇▇▇▇▇, at or before the time of the proposed Transfer, a Transfer Agreement Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor, or (iiiii) the transferee is a Party or an Affiliate thereof bound by the terms of this Agreement Consenting Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties by at or before the close of business on the second Business Day following such Transfer; and (c) in the case of a Transfer by a DIP Lender, such transfer is made pursuant to the terms time of the DIP Credit Agreementproposed Transfer. 9.02 10.02. Upon compliance with the requirements of Section 9.01‎10.01, the transferee shall be deemed a Party under this Agreement, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section ‎10.01 shall be void ab initio. 9.03 10.03. This Agreement shall in no way be construed to preclude the Consenting Stakeholders or any Other Consenting Stakeholder Creditors from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Party Consenting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company PartiesParties or counsel to the Consenting Creditors) and (b) such Party Consenting Creditor must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) on a confidential basis to counsel to the Company Parties within five (5) Business Days of such acquisition. 9.04 10.04. This Section 9 ‎Section 10 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Party Consenting Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements. 10.05. Notwithstanding Section ‎10.01, a Qualified Marketmaker that acquires any Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long as such Transfer by the Consenting Creditor to the transferee is in all other respects a Permitted Transfer under Section ‎10.01 and (b) be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section ‎10.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section ‎10.01. To the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Creditor without the requirement that the transferee be a Permitted Transferee. 10.06. Notwithstanding anything to the contrary in this ‎Section 10, the restrictions on Transfer set forth in this ‎Section 10 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests. 10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Consenting Creditors pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors are in any way acting in concert or as such a “group.” 10.08. For the avoidance of doubt, and notwithstanding anything to the contrary in this ‎Section 10, the restrictions on Transfer set forth in this ‎Section 10 shall not apply to any Excess Second Lien Claims or any Excess Unsecured Notes Claims.