Form of Transfer Agreement. TRANSFER AGREEMENT Relating to the RMB Revolving Credit Agreement (as from time to time amended, varied, novated or supplemented, the “RMB Loan Agreement”), dated October ___, 2007, by and among Wealth Zipper (Shanghai) Property Development Co., Ltd., as Initial RMB Borrower, Sumitomo Mitsui Banking Corporation, New York Branch, as Administrative Agent and Sole Lead Arranger and Bookmanager, Sumitomo Mitsui Banking Corporation, Shanghai Branch, as RMB Settlement Agent and the financial institutions named therein as RMB Lenders. This TRANSFER AGREEMENT (this “Transfer Agreement”) dated as of , 200___between (the “Assignor”) and having an address at (the “Purchasing Lender”). Terms defined in the RMB Loan Agreement shall, subject to any contrary indication, have the same meanings herein.
Form of Transfer Agreement. The undersigned (the “Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of __________ (the “Agreement”),8 by and among CBL & Associates Properties, Inc. and its affiliates and subsidiaries bound thereto and the Consenting Noteholders, including the transferor to the Transferee of any Company Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Noteholder” under the terms of the Agreement. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of this transfer agreement, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. Date Executed: ______________________________________ Name: Title: Address: E-mail address(es): Aggregate Amounts Beneficially Owned or Managed on Account of: 2023 Notes 2024 Notes 2026 Notes Bank Claims 8 Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement. Exhibit D
Form of Transfer Agreement. The undersigned (the “Transferee”) hereby acknowledges that it has read and understands the Transaction Support Agreement, dated as of 15, 2024 (the “Agreement”),1 by and among XXXXX Inc. (“XXXXX”), the other Company Parties, and the Consenting Stakeholders, including the transferor (each such transferor, a “Transferor”) to the Transferee of any Company Claims/Interests (the “Transfer”), and agrees to be bound by the terms and conditions of the Agreement to the extent the Transferor was bound, and shall be deemed a “Consenting Stakeholder” and a “Party” under the terms of the Agreement. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained in the Agreement as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer. [The Transferee further agrees and elects to participate in the DIP Facility and fund its pro rata share of the DIP Term Loans in an amount allocated below subject to the terms and conditions of the Agreement, the Transaction Term Sheet, and the DIP Facility Documents.] This Transfer Agreement shall be governed by the governing law set forth in the Agreement. Date Executed: [TRANSFEREE] Name: Title: Address: E-mail address(es): Aggregate Amounts Beneficially Owned or Managed on Account of: ABL Claims FILO Claims Term Loan Claims Interests
Form of Transfer Agreement. Transfer Agreement Reference is made to the Consent Agreement dated as of May 22, 2017 (the “Agreement”)(1), by and among [Please insert Transferor’s Name] (the “Transferor”), and the other Parties signatory thereto. The undersigned (the “Transferee”) hereby acknowledges that it has reviewed the Agreement and hereby agrees to be bound by the terms and conditions thereof binding on the Initial Consenting Holders to the same extent the Transferor was thereby bound, without modification and shall be deemed a Party to the Agreement. The Transferee hereby affirms the representations and warranties in Section 4 of the Agreement, including with respect to its holdings of Notes set forth below. The Transferee acknowledges and agrees that any Transfer of Notes from the Transferor is null and void if it does not comply with the Agreement and is not effective unless and until an executed copy of this Transfer Agreement is delivered to the Transferor and counsel to the Ad Hoc Group in accordance with Section 12 of the Agreement. The Transferee hereby represents and warrants that it has correctly identified the portion of the Purchased Notes representing Consent Fee Notes. Series Purchased Consent Fee Notes Other Purchased Notes Additional Notes Total Notes 2017 Notes $ $ $ $ 2018 Notes $ $ $ $ 2020 Notes $ $ $ $ 2021 Notes $ $ $ $ 2031 Notes $ $ $ $ TOTAL $ $ $ $ Date: [ ], 2017
Form of Transfer Agreement. The undersigned (“Transferee”), as of the date executed below, (a) hereby acknowledges that it has read and understands the Restructuring Support Agreement, made and entered into as of December 12, 2018, (as has been or may be hereafter amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), by and among Xxxxxx Drilling Company, the other Company Parties party thereto and the Consenting Stakeholders party thereto, (b) desires to acquire the Company Claims/Interests held by the transferor (the “Transferor”) described below, and acknowledges and agrees that it shall be deemed a “Consenting Stakeholder” under the terms of the Agreement, (c) agrees to be bound by the terms and conditions of the Agreement to the extent applicable to the Transferor and and (d) the Transferee hereby severally and not jointly makes all representations and warranties of the Consenting Stakeholders set forth in Section 9 of the Agreement as of the date hereof. Capitalized used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. Date Executed: [TRANSFEREE] By: Name: Title: Address: E-mail address(es): Telephone: Facsimile: Aggregate Amount of Transferred Company Claims/Interests Type Amount
Form of Transfer Agreement. TRANSFER AGREEMENT The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of [•] (the “Agreement”),1 by and among the Debtor and the Supporting Parties, including the transferor to the Transferee of any Claims (each such transferor, a “Transferor”), agrees to be bound by the terms and conditions of the Agreement to the extent the Transferor was thereby bound, and shall be deemed a Supporting Ad Hoc Group of Senior Noteholder Member or a Supporting Creditor, as applicable, under the terms of the Agreement. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed in this transfer agreement. Date Executed: Name: Title: Notice Address: E-mail address(es): Aggregate Amounts Beneficially Owned or Managed on Account of: Senior Notes 3.500% Senior Notes due 2025: $___________________ 1.800% Senior Notes due 2026: $___________________ 2.100% Senior Notes due 2028: $___________________ 3.125% Senior Notes due 2030: $___________________ 1.800% Senior Notes due 2031: $___________________ 4.345% Senior Fixed/Floating Rate Notes due 2028: $______________ 4.570% Senior Fixed/Floating Rate Notes due 2033: $______________ Total: $_____________________ Liquidation Preferences of Preferred Equity Series A: $___________________ Series B: $___________________ Series C: $___________________ Series D: $___________________ Series E: $___________________ Total: $_____________________ 1 Capitalized terms not used but not otherwise defined in this Transfer Agreement shall have the meanings ascribed to such terms in the Agreement. Exhibit C
