Common use of Company Termination Events Clause in Contracts

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Agreement may be terminated by delivery Subject to the other Parties of a written noticeterms set forth in Section 2.5, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each shall be a “Company Termination Event,” and together with the Creditor any Plan Support Party Termination EventsEvent, the a “Termination EventsEvent”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):: (a) the Company shall be entitled to terminate the Plan Funding Agreement pursuant to Section 8.1(b)(iii) thereof, subject to the terms and limitations thereof; (b) the occurrence of (i) any material breach by any Restructuring Support Party the Plan Investor of any of the obligations, representations, warrantiesmaterial undertakings or material covenants of the Plan Investor set forth in this Agreement, or covenants (ii) any breach of such Restructuring Support Party any representation or warranty of the Plan Investor set forth in this Agreement unless the breach of such representation or warranty would not, individually or in any respect that materially and adversely affects the Company’s interests aggregate, reasonably be expected to have a Plan Investor Material Adverse Effect (as defined in connection with the RestructuringPlan Funding Agreement), which unless, in each case, such breach remains uncured for a period of five is cured or waived within thirty (530) consecutive Business Days days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; breach is provided that, to the Plan Investor in accordance with respect to a the terms hereof. (c) the occurrence of (i) any material breach by one or more any Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess Lender of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor any of the Plan do not then hold at least 2/3 plus one dollar material undertakings or material covenants of First Xxxx Xxxx Debt (measured by notional value)such Consenting Lender set forth in this Agreement, or (zii) any breach of any representation or warranty of any Consenting Lender set forth in this Agreement unless the breach of such breach representation or warranty would otherwise not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Restructuring; ability of such Consenting Lender to consummate the Transaction as herein provided, unless, in each case, such breach is cured or waived within thirty (b30) days after written notice of such breach is provided to such Consenting Lender in accordance with the issuanceterms hereof; provided, promulgationhowever, or enactment that, with respect to any termination as a result of a breach by any governmental entitya Consenting Lender as herein provided, including any regulatory or licensing authority or court the Company Termination Event arising as a result of competent jurisdiction, of any statute, regulation, ruling or order declaring such breach shall apply only to the breaching Consenting Lender and this Agreement or any material portion hereof to be unenforceable or enjoining or shall otherwise restricting the consummation of a material portion of the Restructuring (including remain in full force and effect with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”)all other remaining Parties, but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereofterms set forth in the immediately following clause (d); (d) the Consenting Lenders at any Party other time own less than 66.67% of the Obligations under each of the Convertible Notes Indenture, the Bridge Credit Agreement and the Intercompany Credit Agreement, provided that if any time the Consenting Lenders do not satisfy the foregoing threshold, then a Company and its Affiliates files any motion or pleading with Termination Event shall not be deemed to have occurred under this clause (d) until the Bankruptcy Court date that is not substantially consistent with thirty (30) days following the date that such threshold shall have ceased to be satisfied, it being agreed that if the failure to satisfy such threshold shall have been cured (including by joining additional Consenting Lenders to this Agreement and such motion Agreement) on or pleading has not been withdrawn or corrected within seven (7) Business Days prior to the expiration of such Party receiving written notice from the thirty (30) days period, then a Company that such motion or pleading is materially inconsistent with Termination Event shall not be deemed to have occurred pursuant to this Agreement, or CEC and/or any of its Affiliates clause (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreementd); (e) if at least 2/3 any court of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned competent jurisdiction or controlledother competent governmental or regulatory authority issues a final, with power to vote in favor non-appealable law or order, making illegal or otherwise preventing or prohibiting the consummation of the Plan, by Consenting Creditors as of the Petition DateTransaction; (f) if any of the Definitive Documentation (including any amendment Bankruptcy Cases shall be dismissed or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable converted to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; orchapter 7; (g) the Effective termination of the Plan Funding Agreement in accordance with the provisions thereof; and (h) the Outside Date (as defined in the Plan Funding Agreement in the form attached as Exhibit B to this Agreement on the Petition Date), as extended pursuant to the definition thereof in the Plan Funding Agreement (in the form attached as Exhibit B to this Agreement on the Petition Date), unless prior thereto the effective date for the Plan has not occurred occurred. Notwithstanding the foregoing, any of the dates or deadlines set forth in Sections 2.1-2.2 of this Agreement may be extended by the Outside Datewritten agreement of each of the Company and the Required Parties.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery as to all Parties (unless otherwise provided below in this Section 6(c)), upon written notice (the other Parties of a written notice, “Company Termination Notice”) delivered in accordance with Section 26 of this Agreement23 hereof, by (i) the Company upon the occurrence occurrence, and during the continuation, of any of the following events (each each, a “Company Termination Event,” and together with ”); provided, however, that the Creditor Termination Events, Company may not terminate this Agreement on account of the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed described in Section 10(e):6(c)(ii) after the date that is one (1) Business Day after the Commencement Date: (ai) the breach in any material respect by any Restructuring Support a Supporting Party of any of the their covenants, obligations, representations, warranties, representations or covenants of such Restructuring Support Party set forth warranties contained in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the RestructuringAgreement, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the date the Supporting Party receives the Company of written notice of Termination Notice , but such breach; provided that, termination only shall be with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringSupporting Party; (bii) a commitment letter for each of the DIP Facility and the Exit Facility, each for the full amount of the applicable facility, and each in form and substance reasonably satisfactory to, and issued to the Company by a financial institution reasonably satisfactory to, the Requisite Supporting Parties, has not been entered into prior to the filing of the RCS Debtors’ Chapter 11 Cases; (iii) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statuteruling, regulation, ruling judgment or order enjoining the consummation of a material portion of the Restructuring Transaction, unless, in each case, such ruling, judgment or order has been issued at the request of the Company, or, in all other circumstances, such ruling, judgment or order has not been stayed, reversed or vacated within three Business Days after such issuance; (iv) the Bankruptcy Court enters an order (A) directing the appointment of an examiner with expanded powers or a chapter 11 trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (C) dismissing any of the Chapter 11 Cases; (v) any court enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreementunenforceable; (cvi) the exercise by Requisite Supporting Parties file or support, or publicly announce their intention to file or support, a plan of reorganization that is inconsistent with the Restructuring Transaction; (vii) the Plan cannot be confirmed due to the failure of the class(es) of Supporting Parties’ Claims and Interests to meet the requirements set forth in Section 1126(c) of the Bankruptcy Code; (viii) the Restructuring Documents are materially inconsistent with this Agreement or are not otherwise in form and substance acceptable or reasonably acceptable to the Company as provided for herein; and (ix) the board of directors of any Company Party, after consultation with outside counsel, determines in good faith that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”)under applicable law, but without limiting the Companyincluding because such board’s fiduciary obligations pursuant require it to Section 5(b)(i) hereof; (d) any direct such Company Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured accept a proposal for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Datean Alternative Transaction.

Company Termination Events. This The Company may terminate this Agreement may be terminated (each, a “Company Termination Right”), in each case, by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with ”); provided, for the Creditor Termination Eventsavoidance of doubt, that any decision in the “Termination Events”) and Caesars Cases or in Marblegate Asset Mgmt. v. Educ. Mgmt. Corp., 75 F. Supp. 3d 592, 614 (ii) CEC upon S.D.N.Y. 2014), or any legislative change to the occurrence Trust Indenture Act of 1939 shall not give rise to a Company Termination Event listed in Section 10(e):Event: (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan Plans do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company Caesars Parties and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “CEOC Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Caesars Parties or their Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 CEC enters into a settlement or other agreement, other than any settlement or agreement in a CEC Plan, in respect of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor any of the Plan, by Consenting Creditors as counts asserted against it in any of the Petition DateGuaranty Cases that materially and adversely affects (or would materially and adversely affect if consummated) CEC’s ability to fund the recoveries contemplated in the Plans, including but not limited with respect to the value of any equity, guaranties of indebtedness, or other obligations to be provided by CEC thereunder; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. (a) This Agreement may be terminated by the delivery to the other Parties Backstoppers of a written notice, delivered notice in accordance with Section 26 15(l) by the Company, in the exercise of this Agreementits sole discretion, by (i) the Company upon the occurrence and, if applicable, continuation of any of the following events events: (each i) the Support Agreement has been terminated for any reason; (ii) if any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, which operates to prevent or restrict the lawful distribution of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares; and (iii) if there are one or more Defaulting Backstoppers, Objecting Backstoppers or Breaching/Non-Delivering Backstoppers, and the Backstop Shortfall remaining after any assumption of all or a part of the Backstop Commitment(s) of the Defaulting Backstopper(s), Objecting Backstopper(s) or Breaching/Non-Delivering Backstopper(s) in accordance with Section 2(d), Section 8(c) or Section 10(b), as applicable, is material. (b) This Agreement may be terminated as to a breaching Backstopper only (a “Company Termination Event,” and Breaching Backstopper”) or, in the case of Section 10(b)(iii), as to any such Backstopper (a “Non-Delivering Backstopper”, together with the Creditor Termination Eventsa Breaching Backstopper, the “Termination EventsBreaching/Non-Delivering Backstoppers”), by delivery to such Breaching Backstopper or Non-Delivering Backstopper of a written notice in accordance with Section 15(l) by the Company, in the exercise of its sole discretion and (ii) CEC provided that the Company is not in default hereunder, upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party and continuation of any of the obligations, representations, warrantiesfollowing events: (i) failure by the breaching Backstopper to comply in all material respects with, or covenants of such Restructuring Support Party default by the breaching Backstopper in the performance or observance of, any material term, condition, covenant or agreement set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of is not cured within five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one failure or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuringdefault; (bii) if any representation, warranty or other statement of the issuancebreaching Backstopper made or deemed to be made in this Agreement shall prove untrue in any material respect as of the date when made except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Support Agreement; provided, promulgationhowever, or enactment by that if any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, such breach of any statutesuch representation or warranty is susceptible to cure, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of Backstopper shall have five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice (which notice includes a summary description of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(Dbreach) of this Agreement; (c) the exercise by from the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant intention to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with terminate this Agreement and if such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of breach continues in which to cure such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencybreach; or (giii) the Effective Date Backstopper (who is not otherwise an Objecting Backstopper) has not occurred delivered an executed Rep Letter to the Issuer by the Outside DateElection Deadline or a representation or warranty made in such Rep Letter becomes untrue. In the event of such termination, any other Backstopper or Backstoppers or other third party acceptable to the non-Breaching/Non-Delivering Backstoppers and the Company, each acting reasonably, that has signed a Consent Agreement shall be entitled to assume the rights and obligations of any such Breaching Backstopper or Non-Delivering Backstopper. For greater certainty, an Objecting Backstopper is not a Breaching Backstopper or Non-Delivering Backstopper.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 23 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written (including e-mail) notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company Caesars Parties and the Consenting Creditors UCC of written (including e-mail) notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D3(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 17 hereof (the “Fiduciary Company Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent materially inconsistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written (including e-mail) notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlledif, with power to vote solely in favor of the Plana CEC Chapter 11 Case, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) necessary to effectuate the Restructuring is filed with the Bankruptcy Court or is otherwise finalized, or has become effective, shall contain finalized and contains terms and conditions that are not substantially consistent inconsistent with this Agreement or shall is otherwise not be on terms reasonably acceptable to the Company, and such material and adverse inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by CEC and the Restructuring Support Parties UCC of written (including e-mail) notice of such material and adverse inconsistency; (f) the appointment of a trustee under section 1104 of the Bankruptcy Code or an examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) in the CEC Chapter 11 Case; provided, that, for the avoidance of doubt, the prior appointment of the examiner in the Chapter 11 Cases pursuant to the examiner order shall not constitute a Company Termination Right; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Each of Ascent and Monitronics, in its sole discretion, may terminate this Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon or at any time following the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Consenting Noteholder Termination Events, the “Termination Events”) ), by giving written notice of such termination to each of the other Parties and (ii) CEC such termination shall be effective immediately upon delivery of such written notice to each of the occurrence of a other Parties in accordance with Section 23 hereof, except to the extent that such Company Termination Event listed has been waived in Section 10(e):writing by Ascent and/or Monitronics in its sole discretion: (a) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Restructuring Support Party one or more of the Consenting Noteholders of any of the obligationsrepresentation, representations, warrantieswarranty, or covenants covenant of such Restructuring Support Party Consenting Noteholder(s) set forth in this Agreement such that the non-breaching Consenting Noteholders own or control, in any respect the aggregate, 50% or less of the aggregate principal amount of the Notes that materially and adversely affects (to the Company’s interests in connection with the Restructuring, which breach extent curable) remains uncured for a period of five (5) consecutive Business Days business days after the receipt by such breaching Restructuring Support Party from the Company Consenting Noteholder(s) of written notice and description of such breach; provided that, with respect to a breach by one from Ascent or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringMonitronics; (b) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory authority, or licensing authority or any court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics have made commercially reasonable, good faith efforts to cure, vacate, or have overruled such ruling or order prior to terminating this Agreement and such ruling or order shall remain uncured, not vacated or not overruled for a material portion period of at least five (5) business days; (c) the Restructuring Requisite Consenting Noteholders terminate their obligations under and in accordance with Section 8 of this Agreement; or (including d) the failure of any Definitive Documentation to comply with respect to the regulatory approvals or tax treatment contemplated by the Restructuring)requirements of Section 4 of this Agreement, which action non-compliance remains uncured for a period of five three (53) consecutive Business Days business days after the receipt by the Company and the Consenting Creditors Noteholders of written notice of such eventnon-compliance from Ascent or Monitronics; provided that the Caesars Parties Ascent and Monitronics have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant made good faith efforts to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and negotiate such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside DateDocumentation.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with ”), provided, that, for the Creditor Termination Eventsavoidance of doubt, any decision in the “Termination Events”) and Caesars Cases or in Marblegate Asset Mgmt. v. Educ. Mgmt. Corp., 75 F. Supp. 3d 592, 614 (ii) CEC upon S.D.N.Y. 2014), presently on appeal to the occurrence Second Circuit Court of Appeals (Docket Nos. 15-2124-cv, 15-2141-cv), or any legislative change to the Trust Indenture Act of 1939 shall not give rise to a Company Termination Event listed in Section 10(e):Event: (a) the breach by any Restructuring Support Party (other than the Caesars Parties) of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Second Lien Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Second Lien Creditors with power to vote in favor of the Plan Plans do not then hold at least 2/3 plus one dollar of First Second Xxxx Xxxx Debt (measured by notional value), or and (zy) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company Caesars Parties, the Consenting Second Lien Creditors, and the Consenting Creditors Second Lien Committee of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencySection 5(a)(i); or (gc) the Effective Date has not occurred by the Outside Date, provided that the Company cannot exercise such termination right unless all Caesars Parties have been working diligently and in good faith to consummate the Restructuring, including, but not limited to, seeking all regulatory approvals, third party financings, and all other conditions precedent to the effectuation of the Plans.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Caesars Parties or their Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) CEC enters into a settlement or other agreement in respect of any of the counts asserted against it in any of the Guaranty Cases that materially and adversely affects (or would materially and adversely affect if at least 2/3 of First Xxxx Xxxx Debt (measured by notional valueconsummated) plus one dollar is not beneficially owned or controlled, with power CEC’s ability to vote fund the recoveries contemplated in favor of the Plan, including but not limited with respect to the value of any guaranties of indebtedness or other obligations to be provided by Consenting Creditors as of the Petition DateCEC thereunder; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Except as otherwise set forth in this Section 7.02, the LINN Debtors may terminate this Agreement may be terminated by delivery to the other Parties of a written noticeif, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events”), the “Termination Events”) and (ii) CEC upon LINN Debtors provide the occurrence Consenting Creditors written notice of a such Company Termination Event listed delivered in accordance with Section 10(e):13.09 hereof, and (x) such Company Termination Event remains uncured for a period of five (5) business days following the Company’s service of such notice, and (y) the Company has not waived such Company Termination Event on or before the expiration of the cure period: (a) the a breach by any Restructuring Support Party Consenting Creditor of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party Consenting Creditor set forth in this Agreement in any respect that materially and adversely affects the Company’s LINN Debtors’ interests in connection with the Restructuring, which breach remains uncured for a period of five the Plan, or this Agreement (5) consecutive Business Days after provided, that such termination by the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect LINN Debtors shall only be effective as to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional valueCreditor), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statutefinal, regulation, non-appealable ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting preventing the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) following the LINN Debtors determining that proceeding with the transactions contemplated by this Agreement would be inconsistent with the continued exercise by the Company of its fiduciary duties as set forth by described in Section 20 hereof (8 hereof; provided, that, notwithstanding any provision in this Agreement to the “Fiduciary Out”)contrary, upon such determination, the LINN Debtors shall be entitled, but without limiting not required, to terminate this Agreement immediately upon written notice to the Company’s obligations pursuant to Consenting Creditors delivered in accordance with Section 5(b)(i) 13.09 hereof; (d) any Party other than the Company and Consenting Creditor or its Affiliates affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, the Restructuring Term Sheet, the Plan, or CEC and/or any of its Affiliates the Restructuring Agreement (other than the Companyprovided, that (i) obtains relief with respect to any such filing by a Consenting Creditor that is not a member of the Ad Hoc Group of Unsecured Noteholders and/or the Ad Hoc Group of Second Lien Noteholders, as applicable, such termination by the LINN Debtors shall only be effective as to such breaching Consenting Creditor and (ii) the filing of a motion or pleading with the Bankruptcy Court by a Consenting Creditor that is permitted under Section 5.02 hereof shall not substantially consistent with this Agreementgive rise to a Company Termination Event); (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation Documents (including any amendment or modification thereof) is filed with the Bankruptcy Court or Court, otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent inconsistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after LINN Debtors to the receipt by extent required pursuant to the Restructuring Support Parties of written notice of such material inconsistencyLINN Debtors’ consent or approval rights hereunder; or (gf) the Effective Date has shall not have occurred by on or before the Outside Date; Notwithstanding any provision in this Agreement to the contrary, no Party shall terminate this Agreement if such Party is in material breach of any provision hereof; provided, however, that the LINN Debtors may terminate this Agreement under Section 7.02(c) hereof notwithstanding any existing breach by the Company.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 23 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with ”); provided that the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed contained in subsection (d) below shall occur automatically and without the need for the Company to provide any written notice or take any other action to effectuate such termination, provided further, however, that in the event of an automatic termination under subsection (e) below, the Company shall provide notice in accordance with Section 10(e):23 of such automatic termination within three business days: (a) the breach by any Restructuring Support Party Xxxxxx or CEC of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by in Section 20 19 hereof (the “CEOC Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (dc) any Party (other than the Company and its Affiliates Company) files any motion or pleading with the Bankruptcy Court in the Chapter 11 Cases or a CEC Chapter 11 Case that is not substantially consistent materially inconsistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (gd) automatically, on the Effective Date date that is five Business Days from the date that any other holder of 2016 Fee Notes during the Agreement Period commences or prosecutes litigation or interposes or joins in any claim arising from or in any way relating to the 2016 Notes Indenture against any Caesars Party, unless the Company has not occurred agreed in writing to waive such Company Termination Event prior to the occurrence thereof. For the avoidance of doubt, the foregoing shall exclude any continued litigation or new litigation against any Caesars Party by the Outside DateAd Hoc Group of 5.75% and 6.50% Notes or its counsel.

Company Termination Events. This Each of Ascent and Monitronics, in its sole discretion, may terminate this Amended Agreement may be terminated by delivery with respect to the other Parties of Ascent or Monitronics (a written notice, delivered in accordance with Section 26 of this Agreement, by (i“Company Termination”) the Company upon or at any time following the occurrence of any of the following events (each a “Company Termination Event,” ”), by giving written notice of such termination to each of the other Parties and together such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 25 hereof, except to the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a extent that such Company Termination Event listed has been waived in Section 10(e):writing by Ascent and/or Monitronics in its sole discretion: (a) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Restructuring Support Party one or more of the Consenting Noteholders or one or more of the Consenting Term B-2 Lenders of any of the obligationsrepresentation, representations, warrantieswarranty, or covenants covenant of such Restructuring Support Party Consenting Noteholder(s) or Consenting Term B-2 Lender(s), as applicable, set forth in this Amended Agreement such that the non-breaching Consenting Noteholders, or non-breaching Consenting Term B-2 Lenders, as applicable, own or control, in any respect the aggregate, 50% or less of the aggregate principal amount of the Notes or 50% or less of the aggregate principal amount of the Term B-2 Loans, as applicable that materially and adversely affects (to the Company’s interests in connection with the Restructuring, which breach extent curable) remains uncured for a period of five (5) consecutive Business Days business days after the receipt by such breaching Restructuring Support Party from the Company Consenting Noteholder(s) or Consenting Term B-2 Lender(s), as applicable, of written notice and description of such breach; provided that, with respect to a breach by one from Ascent or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringMonitronics; (b) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory authority, or licensing authority or any court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of the Transactions on the terms and conditions set forth in this Amended Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics have made commercially reasonable, good faith efforts to cure, vacate, or have overruled such ruling or order prior to terminating this Amended Agreement and such ruling or order shall remain uncured, not vacated or not overruled for a material portion period of at least five (5) business days; (c) the Requisite Consenting Noteholders terminate their obligations under and in accordance with Section 9 of this Amended Agreement (it being understood that termination by the Requisite Consenting Term B-2 Lenders shall not terminate the right and the obligations of the Restructuring remaining Parties to engage in the Unsecured Exchange Transaction); or (including d) the failure of any Definitive Documentation to comply with respect to the regulatory approvals or tax treatment contemplated by the Restructuring)requirements of Section 4 of this Amended Agreement, which action non-compliance remains uncured for a period of five three (53) consecutive Business Days business days after the receipt by the Company Consenting Noteholders and the Consenting Creditors Term B-2 Lenders of written notice of such eventnon-compliance from Ascent or Monitronics; provided that Ascent and Monitronics have made good faith efforts to negotiate such Definitive Documentation. Notwithstanding the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the foregoing, upon a Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations Termination pursuant to Section 5(b)(ithe foregoing subsection 11(a) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice resulting from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or a breach by any of its Affiliates (other than the Company) obtains relief Consenting Term B-2 Lenders, the Amended Agreement shall not terminate with respect to any motion Ascent or pleading Monitronics; provided however, that the obligations of Ascent and Monitronics hereunder shall thereafter only be with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power respect to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Datean Unsecured Exchange Transaction.

Company Termination Events. This Agreement may be terminated by the Company by the delivery to counsel to the other Consenting Parties of a written notice, delivered notice in accordance with Section 26 of this Agreement22 hereof, by (i) the Company upon the occurrence and continuation of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach in any material respect by any Restructuring Support Party Consenting Creditors holding (A) an amount of 1L Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of the 1L Notes, (B) an amount of 1.5L Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of the 1.5L Notes, or (C) an amount of 2L Notes and Unsecured Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of 2L Notes and Unsecured Notes, in each case with respect to any of the obligations, representations, warranties, or covenants of such Restructuring Support Party Consenting Creditors set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five ten (510) consecutive Business Days business days after the receipt by such breaching Restructuring Support Party the applicable Consenting Creditor from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, which written notice will set forth in detail the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuringalleged breach; (bii) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statuteruling, regulationjudgment, ruling or order enjoining the consummation of or rendering illegal the Plan or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of (or agreement by) the Consenting Parties, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within thirty (30) calendar days after such issuance; (iii) the failure of the Consenting Creditors to hold, in the aggregate, at least: (A) 66 2/3% of the aggregate principal amount outstanding of the 1L Notes; (B) 66 2/3% of the aggregate principal amount outstanding of the 1.5L Notes; (C) 66 2/3% of the aggregate principal amount outstanding of the 2L Notes and the Unsecured Notes, in each case, at any time after April 5, 2019; (iv) the failure of the Consenting Creditors (as a group, which is not required to include each Consenting Creditor) to execute commitment agreements in respect of the entire amount of the Rights Offering and the Exit Facility (each as defined in the Term Sheet) on or before April 15, 2019; (v) any termination event in favor of the Company or event of default by a party other than the Company under the RSA Order, the Equity Backstop Commitment Agreement, the BCA Approval Order, the Debt Backstop Documents, or the Debt Backstop Order, as applicable, that has not been waived or cured (to the extent curable) prior to the expiration of any applicable grace periods thereunder; (vi) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement; (vii) the board of directors or managers or similar governing body, as applicable, of any Company Entity determines that continued performance under this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties under applicable law (as reasonably determined by such board or body in good faith after consultation with legal counsel); (viii) the Bankruptcy Court enters an order denying confirmation of the Plan; (ix) an order confirming the Plan is reversed or vacated; or (x) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Dateunenforceable.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 27 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with ”), provided, for the Creditor Termination Eventsavoidance of doubt, that any decision in the Caesars Cases, the “Termination Events”) and Guaranty Cases or Marblegate Asset Mgmt. v. Educ. Mgmt. Corp., 75 F. Supp. 3d 592, 614 (ii) CEC upon S.D.N.Y. 2014), or any legislative change to the occurrence Trust Indenture Act of 1939 shall not give rise to a Company Termination Event listed in Section 10(e):Event: (a) the breach by any Restructuring Support Party (other than the Company) of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Bank Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Bank Creditors with power to vote in favor of the Plan Plans do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Lien Bank Debt (measured by notional value), or and (zy) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company Caesars Parties and the Consenting Bank Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D5(a)(i) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by in Section 20 21 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Caesars Parties or their Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) CEC enters into a settlement or other agreement, other than any settlement or agreement in a CEC Plan, in respect of any of the counts asserted against it in any of the Guaranty Cases that materially and adversely affects (or would materially and adversely affect if at least 2/3 of First Xxxx Xxxx Debt (measured by notional valueconsummated) plus one dollar is not beneficially owned or controlled, with power CEC’s ability to vote fund the recoveries contemplated in favor of the Plan, including but not limited with respect to the value of any guaranties of indebtedness or other obligations to be provided by Consenting Creditors as of the Petition DateCEC thereunder; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; (g) a 105 Injunction Order is not in full force and effect; provided, that the Company may only terminate the Agreement pursuant to this Section 10(g) (i) within 14 days of the first day that a 105 Injunction Order is not in full force and effect, and (ii) before entry of the CEOC Confirmation Order; or (gh) the Effective Date has distributions, rights and privileges (including, without limitation, the forms of consideration) to be provided to holders of First Lien Bank Claims pursuant to the terms of the Plans in connection with the Restructuring have not occurred been indefeasibly received by such holders on or before the Outside Date.

Company Termination Events. This Agreement (a) The Company may be terminated by delivery terminate this RSA as to the other all Parties of a upon prior written notice, delivered in accordance with Section 26 of this Agreement8.10 hereof, by (i) the Company upon the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and ): (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach by any Restructuring Support Party the Consenting Senior Noteholders of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party Consenting Senior Noteholders set forth in this Agreement in any respect RSA that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days business days after the receipt by such breaching Restructuring Support Party from the Company Consenting Senior Noteholders of written notice of such breachbreach from the Company; provided that, with respect to a breach by one or (ii) Consenting Senior Noteholders holding more Consenting Creditors, the foregoing shall apply only if than twenty-five percent (x) such breaching Consenting Creditor(s) hold(s25%) in excess principal amount of 5.0% of First Xxxx Xxxx the Senior Notes Claims held by all the Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor Senior Noteholders as of the Plan do not then hold at least 2/3 plus one dollar RSA Effective Date are no longer bound by this RSA or have delivered a notice of First Xxxx Xxxx Debt (measured by notional value), termination pursuant to the terms of this RSA; or (z) such breach would otherwise have a material adverse effect on the Restructuring; (biii) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statutefinal, regulation, non-appealable ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring Restructuring. (including with respect b) Notwithstanding anything to the regulatory approvals or tax treatment contemplated by the Restructuring)contrary contained in this RSA, which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations hereunder are subject at all times to the fulfillment of its respective fiduciary duties, as applicable pursuant to Section 5(b)(i) hereof; (d) any Party other than Mexican law governing such fiduciary duties. The Company may terminate its obligations under this RSA by prior written notice to counsel to the Ad Hoc Group if the Board of the Company and its Affiliates files any motion or pleading with reasonably determines that (i) based on the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days advice of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable outside counsel to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties and the Plan are not in the best interests of written the Company and continued support of the Restructuring and the Plan pursuant to this RSA and applicable Mexican law governing fiduciary duties of the Board of the Company would be inconsistent with the Company’s fiduciary obligations, or (ii) the Company receives a bona fide proposal for an alternative plan and the Board of the Company reasonably determines that continued support of the Restructuring and the Plan pursuant to this RSA would be inconsistent with the Company’s fiduciary obligations, as applicable pursuant to Mexican law governing such fiduciary duties. Upon a termination of this RSA pursuant to this Section 6.02(b), all obligations of the Consenting Senior Noteholders hereunder shall immediately terminate without further action or notice by any of such material inconsistency; or (g) the Effective Date has not occurred by the Outside DateParties.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery upon written notice to the other Parties of a written noticeConsenting Noteholders, delivered in accordance with Section 26 of this Agreement32 hereof, by (i) the Company upon at any time after the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Creditor any Consenting Noteholder Termination EventsEvent, the a “Termination EventsEvent”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of Effective Date shall not have occurred on or before the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringOutside Date; (b) the issuance, promulgation, or enactment material breach by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, the Consenting Noteholders of any statuteof their undertakings, regulationobligations, ruling representations, warranties or order declaring covenants set forth in this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring)Definitive Documents, which action that remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the breaching Consenting Creditors Noteholder of written notice of such eventbreach delivered in accordance herewith; provided provided, however, that if there is a material breach by a Consenting Noteholder that would allow for termination hereunder, but the Caesars non-breaching Consenting Noteholders constitute Required Consenting Noteholders, then this Agreement shall be terminated solely with respect to such breaching Consenting Noteholder but shall otherwise remain in full force and effect and binding upon the Company Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreementand the remaining Consenting Noteholders; (c) any court of competent jurisdiction or other competent governmental or regulatory authority shall have issued an order making illegal or otherwise restricting, preventing or prohibiting the exercise consummation of the Restructuring or Restructuring Transactions in a manner that cannot be reasonably remedied in a timely manner by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) the board of directors, board of managers, or such similar governing body of any Company Party other than determines, based on the Company and its Affiliates files any motion or pleading advice of outside counsel, that proceeding with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially Restructuring and/or Restructuring Transactions would be inconsistent with this Agreement, or CEC and/or any the exercise of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement;fiduciary duties; or (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned any material term or controlled, with power to vote in favor condition of the PlanRestructuring, by Consenting Creditors as of the Petition Date; (f) if Restructuring Transactions or any of the Definitive Documentation (including Documents and any amendment amendment, modification, or modification thereof) supplement thereto is filed inconsistent in any material respect with the Bankruptcy Court or otherwise finalizedRestructuring Term Sheet or, or has become effectiveif not addressed by the Restructuring Term Sheet, shall contain terms is not in form and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably substance acceptable to the Company, and such material inconsistency event remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties Consenting Noteholders of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Datethereof.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery on ten (10) Business Days’ prior written notice (except for the termination event in (d) below, for which no prior notice is required), delivered to the other Consenting Parties of a written notice, delivered in accordance with Section 26 of this Agreement12.08, by (i) the Company upon the occurrence and continuance of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (a) the breach in any material respect by any Restructuring Support Party Consenting Lender of any of the obligationsits undertakings, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, breach (which period shall run concurrently with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) notice period set forth in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional valuethis Section), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuanceboard of directors, promulgationboard of managers, or enactment similar governing body of any Company entity determines in good faith upon the advice of external counsel (i) that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law, or (ii) in the exercise of its fiduciary duties, pursues an Alternative Transaction; (c) the issuance by any governmental entityauthority, including the Bankruptcy Court, any regulatory authority, or licensing authority or any other court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the substantial consummation of a material portion of the Restructuring and remains in effect for fifteen (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (515) consecutive Business Days after the receipt Company transmits a written notice to counsel for the Ad Hoc Committee detailing any such issuance; provided, that the Company shall use commercially reasonable efforts to obtain relief within ten (10) Business Days that would allow consummation of the Restructuring that does not prevent or materially diminish compliance with the terms of this Agreement; provided further that, notwithstanding anything herein to the contrary, this termination right shall not apply to or be exercised by the Company and the Consenting Creditors if it sought or requested such ruling or order in contravention of written notice of such eventany obligation or restriction contained herein; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof;or (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement enters an order denying confirmation of the Plan and such motion or pleading has not been withdrawn or corrected within seven order remains in effect for ten (710) Business Days after entry of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Dateorder.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 27 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party (other than the Company) of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Second Lien Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Second Lien Creditors with power to vote in favor of the Plan Plans do not then hold at least 2/3 1/2 plus one dollar of First Second Xxxx Xxxx Debt under (measured by notional value)i) the indenture governing CEOC’s 10.00% second-priority senior secured notes due 2018 and (ii) the indenture governing CEOC’s 12.75% second-priority senior secured notes due 2018, or and (zy) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company Caesars Parties and the Consenting Second Lien Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D5(a)(i) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by in Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) 21 hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court in a CEC Chapter 11 Case or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; (f) if the Company, CEC, and the Requisite Consenting Second Lien Creditors have not agreed on the source of the New CEC Common Equity (as a percentage of the total amount of New CEC Common Equity) to be received by holders of claims in Classes F, H, I, J, K and L, excluding the equity underlying the New CEC Convertible Notes, but including any amounts received as payment for the Stay Fee and the Consensual Deal / Plan Confirmation Fee in excess of 19.357%; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. (a) This Agreement may be terminated by the delivery to the other Parties Consenting Noteholders (with a copy to Goodmans) of a written notice, delivered notice in accordance with Section 26 19(o) by Jaguar, in the exercise of this Agreementits sole discretion, by (i) the Company upon the occurrence and continuation of any of the following events events:‌ (each a “Company Termination Event,” and together with i) the Creditor Termination Events, Implementation Date has not occurred on or before the “Termination Events”) and Outside Date; (ii) CEC the issuance of any final decision, order or decree by a Governmental Entity, in consequence of or in connection with the Transaction, in each case which restrains or impedes in any material respect or prohibits the Transaction or any material part thereof or requires or purports to require a material variation of the Transaction; (iii) if at any given time the Noteholders party to this Support Agreement (including by way of Consent Agreements) represent less than 66 2/3 % of the aggregate principal amount of outstanding Notes; (iv) the Backstop Agreement has been terminated; (v) the Company or any of the Subsidiaries enters into an agreement with respect to an Other Transaction in accordance with Section 4(k); or (vi) the Company, after consultation with its legal and financial advsiors is not satisfied by January 22, 2014 that the Transaction will proceed to completion on or before the Outside Date. (b) This Agreement may be terminated as to a breaching Consenting Noteholder (the “Breaching Noteholder”) only, by delivery to such Breaching Noteholder of a written notice in accordance with Section 19(o) by the Company, in exercise of its sole discretion and provided that the Company is not in default hereunder, upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party and continuation of any of the obligations, representations, warrantiesfollowing events:‌ (i) failure by the Breaching Noteholder to comply in all material respects with, or covenants of such Restructuring Support Party default by the Breaching Noteholder in the performance or observance of, any material term, condition, covenant or agreement set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of is not cured within five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one failure or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencydefault; or (gii) if any representation, warranty or other statement of the Effective Date has Breaching Noteholder made or deemed to be made in this Agreement shall prove untrue in any material respect as of the date when made; and the Breaching Noteholder shall, in accordance with Section 16, thereupon no longer be a Consenting Noteholder. For greater certainty, an Objecting Noteholder is not occurred by the Outside Datea Breaching Noteholder.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 27 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting SGN Creditors, the foregoing shall apply only if (x) such breaching Consenting SGN Creditor(s) hold(s) in excess of 5.04.0% of First Xxxx Xxxx SGN Claims held by all Consenting SGN Creditors, (y) non-breaching Consenting SGN Creditors with power to vote in favor of the Plan Plans do not then hold at least 2/3 plus one dollar 66.66% of First Xxxx Xxxx aggregate SGN Debt (measured by notional face value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company Caesars Parties and the Consenting SGN Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D5(a)(i)(C) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 21 hereof (the “Company Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially materially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) that is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially materially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material and adverse inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or; (f) a trustee under section 1104 of the Bankruptcy Code or an examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) shall have been appointed in the CEC Chapter 11 Case; (g) the CEC Chapter 11 Case is converted to cases under chapter 7 of the Bankruptcy Code or the CEC Chapter 11 Case shall have been dismissed, in each case, by order of the Bankruptcy Court, which order has not otherwise been stayed; (h) the Effective Date has not occurred by the Outside Date.; or

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written noticeExcept as otherwise set forth in this Section 7.02, delivered in accordance with Section 26 of this Agreement, by (i) the Company may terminate this Agreement if, upon the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon ), the occurrence Company provides the Consenting Creditors written notice of a such Company Termination Event listed delivered in accordance with Section 10(e):13.09 hereof, and (x) such Company Termination Event remains uncured for a period of five (5) business days following the Company’s service of such notice, and (y) the Company has not waived such Company Termination Event on or before the expiration of the cure period: (a) the a breach by any Restructuring Support Party Consenting Creditor of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party Consenting Creditor set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value)Plan, or (z) such breach would otherwise have a material adverse effect on the Restructuringthis Agreement; (b) the issuance, promulgation, or enactment Consenting Creditors at any time hold less than 66-2/3% of the aggregate amount of outstanding principal obligations under any of the Debt Instruments; (c) the issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statutefinal, regulation, non-appealable ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting preventing the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than following the Company (including but not limited to the authorized representatives of LAC and managing member of Xxxxx) determining that proceeding with the transactions contemplated by this Agreement would be inconsistent with the continued exercise of fiduciary duties as described in Section 8 hereof; provided, that, notwithstanding any provision in this Agreement to the contrary, upon such determination, the Company (including but not limited to the authorized representatives of LAC and managing member of Xxxxx) shall be entitled, but not required, to terminate this Agreement immediately upon written notice to the Consenting Creditors delivered in accordance with Section 13.09 hereof; (e) any Consenting Creditor or its Affiliates affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlledRestructuring Term Sheet, with power to vote in favor of the Plan, by Consenting Creditors as of or the Petition DateRestructuring; (f) if any of the Definitive Documentation Documents (including any amendment or modification thereof) is filed with the Bankruptcy Court or Court, otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent inconsistent with this Agreement Agreement, the Restructuring Term Sheet, or the Plan, or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has shall not have occurred by on or before the Outside Date. Notwithstanding any provision in this Agreement to the contrary, no Party shall terminate this Agreement if such Party is in material breach of any provision hereof; provided, however, that the Company may terminate this Agreement under Section 7.02(d) or 7.02(e) hereof notwithstanding any existing breach by the Company. For the purposes of clarity, a Company Termination Event at LINN or at Xxxxx shall only apply as to LINN or Xxxxx, as applicable. Such a Company Termination Event by either LINN or Xxxxx shall not be a Company Termination Event for the other estate, and shall not result in a termination of this Agreement for the other estate where no such Company Termination Event has occurred.

Company Termination Events. This Agreement and the obligations hereunder may be terminated by delivery the Company upon the giving of notice thereof to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) Consenting Term Loan Lenders and the Company Consenting Equityholders upon the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach in any material respect by any Restructuring Support Party one or more of the Consenting Term Loan Lenders, of any of the obligationsundertakings, representations, warranties, or covenants of such Restructuring Support Party the Consenting Term Loan Lenders set forth in this Agreement herein in any material respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach (x) remains uncured for a period of five (5) consecutive Business Days business days after the receipt of written notice of such breach by such breaching all Consenting Term Loan Lenders; and (y) could reasonably be expected to impair the ability to consummate the Restructuring Support Party from in accordance with the Company terms of the Term Sheet; (b) the breach in any material respect by one or more of the Consenting Equityholders, of any of the undertakings, representations, warranties, or covenants of the Consenting Equityholders set forth herein in any material respect which remains uncured for a period of three (3) business days after the receipt of written notice of such breach; provided that, that any such termination by the Company pursuant to this Section 8(b) shall be solely with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess Equityholder and shall not otherwise affect the rights and obligations of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) the non-breaching Consenting Creditors with power to vote in favor of Equityholders, the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on Consenting Term Loan Lenders and the RestructuringCompany under this Agreement; (bc) receipt by the Consenting Term Loan Lenders and the Consenting Equityholders of the Company’s Fiduciary Decision (as defined herein) made in accordance with Section 14 herein; and (d) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion ruling, judgment or pleading order has not been withdrawn not stayed, reversed or corrected vacated within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of twenty-five (525) consecutive Business Days calendar days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Dateissuance.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery as to all Parties (unless otherwise provided below in this Section 8(b)), upon written notice (the other Parties of a written notice, “Company Termination Notice”) delivered in accordance with Section 26 of this Agreement22 hereof, by (i) the Company upon the occurrence occurrence, and during the continuation, of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach in any material respect by any Restructuring Support Party a Supporting Creditor of any of the their covenants, obligations, representations, warranties, or covenants of such Restructuring Support Party set forth warranties contained in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the RestructuringAgreement, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party business days from the date of receipt of a Company Termination Notice, provided, that at the Company’s election, such termination may only be with respect to such Supporting Creditor; (ii) the board of written directors, managers, members or partners, as applicable, of the Company reasonably determine in good faith based upon the advice of outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, that the Company provides notice of such breach; provided that, with respect determination to a breach by one or more Consenting Creditors, the foregoing shall apply only if Supporting Creditors within five (x5) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of days after the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuringdate thereof; (biii) the issuance, promulgation, or enactment issuance by any governmental entityGovernmental Authority, including the SEC or any other regulatory or licensing authority or court of competent jurisdiction, of any statutefinal ruling, regulationjudgment, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring Restructuring, unless, in each case, such ruling, judgment, or order has been issued at the request of the Company, or, in all other circumstances, such ruling, judgment or order has been stayed, reversed, or vacated within twenty (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (520) consecutive Business Days days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreementissuance; (civ) at or before 11:59 p.m. prevailing Central Time on the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court date that is not substantially consistent with this Agreement one hundred and such motion or pleading has not been withdrawn or corrected within seven two (7102) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of days after the Petition Date; (f) if any of , the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, Effective Date shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyhave occurred; or (gv) the Effective Date has not occurred by Bankruptcy Court enters an order (A) directing the Outside Dateappointment of an examiner with expanded powers or a trustee in the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Chapter 11 Cases.

Company Termination Events. This Agreement may be terminated as to all Parties (except to the extent otherwise set forth in Sections 6(b)(i) and 6(b)(ii) below) by the Company by the delivery to the other counsel to all Supporting Parties of a written notice, delivered notice in accordance with Section 26 of this Agreement20 hereof, by (i) the Company upon the occurrence and continuation of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach in any material respect by any Restructuring Support Party Supporting Unsecured Noteholders that would result in non-breaching Supporting Unsecured Noteholders holding less than two-thirds in outstanding principal amount of Guaranteed Unsecured Notes, in each case with respect to any of the obligations, representations, warranties, or covenants of such Restructuring Support Party Supporting Unsecured Noteholders set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five fifteen (515) consecutive Business Days after the receipt by such breaching Restructuring Support Party the applicable Supporting Unsecured Noteholder from the Company of written notice of such breach, which written notice will set forth in reasonable detail the alleged breach; provided provided, that any such termination by the Company pursuant to this Section 6(b)(i) shall result in the termination of this Agreement solely as to the Supporting Unsecured Noteholders; and provided, further, that, the Company may, at its option, terminate this Agreement solely as to any Supporting Unsecured Noteholder that breaches, in any material respect, its representations, warranties or covenants set forth in this Agreement (to the extent breach remains uncured for a period of fifteen (15) Business Days after receipt by the applicable Supporting Unsecured Noteholder from the Company of written notice of such breach, which written notice will set forth in reasonable detail the alleged breach), whether or not such breach would entitle the Company to terminate this Agreement with respect to a breach by one or more Consenting Creditorsall Supporting Unsecured Noteholders in accordance with this Section 6(b)(i) (the right of the Company under this proviso, the foregoing shall apply only if “Company Individual Noteholder Termination Right”); (xii) such breaching Consenting Creditor(sthe breach in any material respect by (A) hold(s) any Supporting Governmental Opioid Claimant that would result in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor breaching, Supporting Governmental Opioid Claimants consisting of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value)less than 32 States, or (zB) the Plaintiffs’ Executive Committee, in each case with respect to any of the representations, warranties, or covenants of such Supporting Governmental Opioid Claimants set forth in this Agreement (such breaching Supporting Party, a “Breaching Governmental Plaintiff”) and which breach remains uncured for a period of fifteen (15) Business Days after the receipt by the applicable Breaching Governmental Plaintiff from the Company of written notice of such breach, which written notice will set forth in reasonable detail the alleged breach; provided, that any such termination by the Company pursuant to this Section 6(b)(ii) shall result in the termination of this Agreement solely as to the Supporting Governmental Opioid Claimants; provided, further, that, the Company may, at its option, instead terminate this Agreement solely as to any Supporting Governmental Opioid Claimant that breaches, in any material respect, its representations, warranties or covenants set forth in this Agreement (to the extent breach remains uncured for a period of fifteen (15) Business Days after receipt by the applicable Breaching Governmental Plaintiff from the Company of written notice of such breach, which written notice will set forth in reasonable detail the alleged breach), whether or not such breach would otherwise have a material adverse effect on entitle the RestructuringCompany to terminate this Agreement with respect to all Supporting Governmental Opioid Claimants in accordance with this Section 6(b)(ii) (the right of the Company under this proviso, the “Company Individual Governmental Entity Termination Right”); (biii) the issuanceboard of directors or managers or similar governing body, promulgationas applicable, of any Company Entity determines that continued performance under this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties, or enactment duties as directors, in each case under applicable law (as reasonably determined by such board or body in good faith after consultation with legal counsel); provided, that, the Company provides prompt written notice (within two (2) Business Days thereof) to counsel to each of the Supporting Parties of such determination; and provided, further, that to the extent any Supporting Party seeks an expedited hearing to determine if the Company has validly exercised this clause, the Company consents to such expedited hearing, it being understood that all Parties reserve all rights with respect of the underlying relief; (iv) the Governmental Plaintiff Ad Hoc Committee or the Supporting Unsecured Noteholders terminate any of their respective obligations under this Agreement in accordance with Section 6(a); (v) the issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statuteruling, regulationjudgment, ruling or order enjoining the consummation of any material portion of the Restructuring or rendering illegal the Plan or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of or with the acquiescence of any Company Entity, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within thirty (30) calendar days after such issuance; (vi) the Bankruptcy Court (or other court of competent jurisdiction) enters an order over an objection by the Company pursued in good faith (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement; provided, that the Company shall not be entitled to exercise the foregoing termination right to the extent entry of such order was requested by the Company; (vii) the Debtors, the Supporting Unsecured Noteholders and the Supporting Governmental Opioid Claimants shall not have agreed upon the Additional Insurance Rights by the time of the filing of the Plan and Disclosure Statement; (viii) the Bankruptcy Court enters an order denying confirmation of the Plan; or (ix) any court of competent jurisdiction has entered a judgment or order declaring this Agreement or any material portion hereof to be unenforceable unenforceable. For the avoidance of doubt, no verdict, judgment, order, or enjoining settlement in any opioid-related litigation in which no Supporting Party is a party to can give rise to or otherwise restricting serve as a basis for any Company Termination Event. Notwithstanding the consummation foregoing, this Agreement may not be terminated on account of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated any Company Termination Event if such Company Termination Event is caused by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the The occurrence of any of the following events (each shall be a “Company Termination Event,” and together with the any Creditor/Group Termination Event and Consenting Creditor Termination EventsEvent, the a “Termination EventsEvent”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):: (a) one or more of the breach by any Restructuring Support Party of Consenting Noteholders breaches any of its obligations herein that (to the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach extent curable) remains uncured for a period of five (5) consecutive Business Days business days after written notice and a description of such breach is provided to the receipt by such breaching Restructuring Support Party from Consenting Noteholders; provided, that the Company of written notice of such breach; provided that, with respect Parties may not seek to terminate this Support Agreement based on a breach of this Support Agreement by one or more a Consenting CreditorsNoteholder arising primarily out of the Company Parties’ own actions in breach of this Support Agreement; and provided, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditorsfurther, (y) that so long as non-breaching Consenting Creditors with power Noteholders continue to vote in favor of the Plan do not then hold at least 2/3 plus one dollar 66 2/3% of First Xxxx Xxxx Debt (measured by notional value)the principal amount of Existing GLBR Notes, or (z) such breach would otherwise have a material adverse effect on termination shall be effective only with respect to the Restructuringbreaching Consenting Noteholders; (b) Leucadia, the issuance, promulgation, Group Lender or enactment by Group breaches any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring its obligations herein that (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action extent curable) remains uncured for a period of five (5) consecutive Business Days business days after the receipt by written notice and a description of such breach is provided to Leucadia; provided, that the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) may not seek to terminate this Support Agreement based on a breach of this Support Agreement by Leucadia, the Group Lender or Group arising primarily out of the Company Parties’ own actions in breach of this Support Agreement; (c) any court of competent jurisdiction or other competent governmental or regulatory authority issues a final, non-appealable order making illegal or otherwise preventing or prohibiting the exercise consummation of the Restructuring contemplated in the Term Sheet or any of the Definitive Documents in a way that cannot be remedied by the Company Parties subject to the satisfaction of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”)Company Parties, but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof;Required Consenting Noteholders, Leucadia, Group and the Group Lender; and (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven ninety (790) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of calendar days after the Petition Date; (f) if any of , unless prior thereto the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Plan Effective Date has not occurred by the Outside Dateoccurred.

Company Termination Events. This Agreement The Just Energy Entities may be terminated by terminate this Agreement, in each case, upon delivery of written notice to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (ai) the a material breach by any Restructuring Support Party the Plan Sponsor of any of the obligationsrepresentation, representations, warrantieswarranty, or covenants of such Restructuring Support Party covenant set forth in this Agreement in any respect that materially and adversely affects (to the Company’s interests in connection with the Restructuring, which breach extent curable) remains uncured for a period of five ten (510) consecutive Business Days days after the receipt by such breaching Restructuring Support Party from the Company Plan Sponsor of written notice of detailing such breach; provided that, with respect ; (ii) the termination of the Backstop Commitment Letter; (iii) the failure to a breach by one or more Consenting Creditors, meet any of the foregoing shall apply only if Milestones in Section 4 unless (x) such breaching Consenting Creditor(s) hold(s) in excess failure is the result of 5.0% any act, omission, or delay on the part of First Xxxx Xxxx Claims held by all Consenting Creditors, the Just Energy Entities or (y) non-breaching Consenting Creditors such Milestone is extended in accordance with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringSection 4; (biv) the issuanceboard of directors, promulgationboard of managers, or enactment such similar governing body of any Just Energy Entity determines, upon the advice of outside legal counsel and financial advisors, that (A) proceeding with the Restructuring would be inconsistent with the exercise of its fiduciary duties or applicable law or (B) in the exercise of its fiduciary duties, to pursue a Superior Proposal in accordance with Section 11; (v) (A) any condition precedent contained in the Plan that cannot be waived becomes incapable of being satisfied (including, for the avoidance of doubt, if approval by the Required Majorities is not obtained at the Meeting); and (B)(x) any condition precedent contained in the Plan that can be waived by a party other than the Company becomes incapable of being satisfied, and (y) the Company has requested a waiver of such condition precedent and such waiver has been denied; (vi) the issuance by any governmental entityauthority, including the CCAA Court or the US Bankruptcy Court, any regulatory authority, or licensing authority or any other court of competent jurisdiction, of any statute, regulation, final ruling or order declaring this Agreement or any material portion hereof to be unenforceable or Final Order enjoining or otherwise restricting impeding the substantial consummation of a material portion of the Restructuring (including with respect to on the regulatory approvals terms and conditions set forth in this Agreement, or tax treatment contemplated by the Restructuring)Plan; provided, which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided however, that the Caesars Parties Just Energy Entities have otherwise complied with their made commercially reasonable efforts to cure, vacate, reserve, set aside, or have overruled as quickly as possible such final ruling or Final Order prior to terminating this Agreement; or (vii) any other Party terminates its obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion termination either (A) renders the Restructuring incapable of consummation or pleading has (B) materially changes the overall economic terms of the Restructuring in a manner that is adverse to the Just Energy Entities (which would include Shell failing to confirm, in writing, to the Just Energy Entities and the Plan Sponsor that (x) it will not been withdrawn exercise any termination rights under Continuing Contracts (as defined in the Plan) solely as a result of the Restructuring, and (y) all existing and future trades will be provided for under the Continuing Contracts (as may be amended, restated, supplemented, and/or replaced by the Just Energy Entities and Shell from time to time following the Effective Date) or corrected within seven (7) Business Days new arrangements, in each case, in accordance with the terms thereof and subject to the terms of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this New Intercreditor Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is New Credit Agreement not substantially consistent with this Agreementbeing entered into); (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 27 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party (other than the Company) of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Bank Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Bank Creditors with power to vote in favor of the Plan Plans do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Lien Bank Debt (measured by notional value), or and (zy) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company Caesars Parties and the Consenting Bank Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D5(a)(i) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by in Section 20 21 hereof (the “CEOC Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Caesars Parties or their Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) CEC enters into a settlement or other agreement, other than any settlement or agreement in a CEC Plan, in respect of any of the counts asserted against it in any of the Guaranty Cases that materially and adversely affects (or would materially and adversely affect if at least 2/3 of First Xxxx Xxxx Debt (measured by notional valueconsummated) plus one dollar is not beneficially owned or controlled, with power CEC’s ability to vote fund the recoveries contemplated in favor of the Plan, including but not limited with respect to the value of any guaranties of indebtedness or other obligations to be provided by Consenting Creditors as of the Petition DateCEC thereunder; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has distributions, rights and privileges (including, without limitation, the forms of consideration) to be provided to holders of First Lien Bank Claims pursuant to the terms of the Plans in connection with the Restructuring have not occurred been indefeasibly received by such holders on or before the Outside Date.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties CAC of a written notice, delivered in accordance with Section 26 21 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of CAC of any of the its obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that would reasonably be expected to materially and adversely affects the Company’s interests in connection with impede or prevent consummation of the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party CAC from the Company of written (including email) notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors CAC or New CEC, as applicable, of written notice of such event; provided that the Caesars Parties have Company has otherwise complied with their its obligations under Section 5(a)(i)(D3(a)(i)(D) or (E) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 15 hereof (the “Company Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates CAC files any motion motion, pleading, or pleading other document with the Bankruptcy Court that is not substantially consistent materially inconsistent with this Agreement or the CEOC Plan and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) necessary to effectuate the Restructuring is filed with the Bankruptcy Court or is otherwise finalized, or has become effective, shall contain finalized and contains terms and conditions that are not substantially consistent materially inconsistent with this Agreement or shall the CEOC Plan or is otherwise not be on terms reasonably acceptable to the Company, and such material and adverse inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties CAC of written notice of such material and adverse inconsistency; (f) the appointment of a trustee under section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in a CEC Chapter 11 Case. For the avoidance of doubt, the prior appointment of the examiner in the Chapter 11 Cases pursuant to the examiner order shall not constitute a Company Termination Right; (g) a CEC Chapter 11 Case is converted to a case under chapter 7 of the Bankruptcy Code or a CEC Chapter 11 Case shall have been dismissed, in each case, by order of the Bankruptcy Court, which order has not been stayed; (h) the Merger Agreement or any Sponsor Agreement terminates or is amended, modified or waived in a manner not reasonably acceptable to the Company; (i) the CEC/CEOC RSA terminate; or (gj) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This The Company Parties may terminate this Agreement may be terminated by delivery upon written notice to the other Parties of a written noticeParties, delivered in accordance with Section 26 of this Agreement31 hereof, by (i) the Company upon at any time after the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Creditor any Consenting Lender Termination EventsEvent, the TSG Sponsor Termination Event, and LCG Sponsor Termination Event, a “Termination EventsEvent”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of Effective Date shall not have occurred on or before the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringOutside Date; (b) the issuancematerial breach by any of the TSG Sponsor, promulgationthe LCG Sponsor, the Agent, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, the Consenting Lenders of any statuteof their respective undertakings, regulationobligations, ruling representations, warranties or order declaring covenants set forth in this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring)Definitive Documents, which action that remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors breaching Party of written notice of such eventbreach delivered in accordance herewith; provided provided, however, that if there is a material breach by a Consenting Lender that would allow for termination hereunder, but the Caesars non-breaching Consenting Lenders collectively hold not less than 66.67% of the aggregate principal amount of all Loans outstanding, then this Agreement shall be terminated solely with respect to such breaching Consenting Lender but shall otherwise remain in full force and effect and binding upon the other Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of to this Agreement; (c) any court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final, non-appealable order making illegal or otherwise restricting, preventing or prohibiting the exercise consummation of the Restructuring or Restructuring Transactions in a manner that cannot be reasonably remedied in a timely manner by the Company Parties; provided that this termination right may not be exercised by the Company Parties if they sought or requested such ruling or order in contravention of its fiduciary duties as any obligation set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereofout in this Agreement; (d) the board of directors, board of managers, or such similar governing body of any Company Party other than the Company and its Affiliates files any motion or pleading determines, after consulting with counsel, that proceeding with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially Restructuring and/or Restructuring Transactions would be inconsistent with this Agreement, or CEC and/or any the exercise of its Affiliates (other than the Company) obtains relief with respect to any motion fiduciary duties or pleading with the Bankruptcy Court that is not substantially consistent with this Agreementapplicable Law; (e) if the Consenting Lenders no longer collectively hold at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor 66.67% of the Plan, by Consenting Creditors as aggregate principal amount of the Petition Date;all Loans outstanding; or (f) if any the Company’s tax analysis shall have reasonably concluded that consummation of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not Restructuring will result in a material amount of tax liabilities to be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt incurred by the Restructuring Support Parties of written notice of dentists and the Priming Loan shall not have been increased in an amount necessary to address such material inconsistency; or (g) the Effective Date has not occurred by the Outside Datetax liabilities.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.010.0% of First Xxxx Xxxx Lien Bank Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Lien Bank Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (gf) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Agreement may be terminated by the delivery to the other Consenting Parties (with a copy to the Requisite Consenting Party Advisors) of a written notice, delivered notice in accordance with Section 26 18(n) by the Company, in the exercise of this Agreementits sole discretion, by (i) the Company upon the occurrence and continuation of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (a) the breach by any Restructuring Support Party of any of Milestones set forth in the obligations, representations, warrantiesInterim Financing Term Sheet have not been met or waived, or covenants of such Restructuring Support the Implementation Date has not occurred on or before the Outside Date, unless the failure to meet the foregoing timelines is caused solely by the direct action or omission to take any action by the Company; (b) any Consenting Party takes any action inconsistent with this Agreement or fails to comply with, or defaults in the performance or observance of, any material term, condition, covenant or agreement set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the RestructuringAgreement, which breach remains uncured for a period which, if capable of five being cured, is not cured within ten (510) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; failure or default and provided that, for greater certainty, no cure period shall apply with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power any termination pursuant to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional valueSections 12(a), or (z) such breach would otherwise have a material adverse effect on the Restructuring12(h); (bc) any representation, warranty or acknowledgement of any of the Consenting Parties made in this Agreement shall prove untrue in any material respect as of the date when made; (d) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, issuance of any statutefinal decision, regulationorder or decree by a Governmental Entity, ruling in consequence of or order declaring this Agreement in connection with the Recapitalization, which restrains or impedes in any material respect or prohibits the Recapitalization or any material portion hereof part thereof or requires or purports to be unenforceable require a material variation of the Recapitalization; (e) the CCAA Proceedings are dismissed or enjoining a receiver, interim receiver, receiver and manager, trustee in bankruptcy, liquidator or administrator is appointed in respect of Banro, unless such event occurs with the prior written consent of the Company and Requisite Consenting Parties; (f) the Court denies approval of the Transaction Approval Order or, if the Court enters the Transaction Approval Order, if the Transaction Approval Order is subsequently reversed, vacated or otherwise restricting materially modified in a manner inconsistent with this Agreement, and to the consummation of a material portion extent such orders relate to the implementation of the Recapitalization, the Plan and the Restructuring (including with respect Term Sheet if such modification is not acceptable to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that Parties, acting in a manner consistent with the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) terms of this Agreement; (cg) the exercise amendment, modification or filing of a pleading by the Company of its fiduciary duties as set forth by Section 20 hereof (Requisite Consenting Parties seeking to amend or modify the “Fiduciary Out”)Recapitalization Terms or the Plan, but without limiting or any material document or order relating thereto, if such amendment or modification is not acceptable to the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading , acting in a manner consistent with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days terms of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (eh) if at least 2/3 this Agreement is amended, modified or supplemented or any matter herein is approved, consented to or waived such that the Outside Date is extended, or the effect of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor any such amendment materially adversely changes the fundamental terms of the Plan, by Consenting Creditors Transaction as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable they relate to the Company, in each case without the Company’s consent; (i) if either (i) Baiyin does not obtain the regulatory approvals required under item 18 of Section 7 of the Interim Financing Term Sheet by January 19, 2018, or such other day as may be agreed to with the Company and such material inconsistency remains uncured for a period the Requisite Consenting Parties, or (ii) the Interim Lenders breach their funding obligations under the Interim Financing Facility in accordance with the terms of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyInterim Financing Term Sheet; or (gj) the Effective Date has conditions set forth in Section 8 are not occurred satisfied or waived by the Outside Date.

Company Termination Events. This On or after the Company Agreement Effective Date, this Agreement may be terminated by the Company by the delivery to the other Parties Consenting Lenders (or counsel on behalf of either the Consenting First Lien Lenders or Consenting Second Lien Noteholders, as applicable) of a written notice, delivered notice in accordance with Section 26 of this Agreement22 hereof, by (i) the Company upon the occurrence and continuation of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach by any Restructuring Support Party of any of the obligationsrepresentation, representations, warrantieswarranty, or covenants of such Restructuring Support Party set forth covenant in this Agreement by any Consenting Lender shall have been untrue in any material respect that materially when made, and adversely affects the Company’s interests in connection with the Restructuring, which such breach remains uncured (to the extent curable) for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party the applicable Consenting Lender from the Company of written notice of such breach, which written notice will set forth in reasonable detail the alleged breach; provided that, with respect to that such breach shall not constitute a breach by one or more Consenting Creditors, Company Termination Event in the foregoing shall apply only if event (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (ya) non-breaching Consenting Creditors with power to vote First Lien Lenders Beneficially Own 66 2/3% or more in favor of the Plan do not then hold at least 2/3 plus one dollar aggregate principal amount outstanding of First Xxxx Xxxx Debt (measured by notional value), or (z) Lien Claims at the time of such breach would otherwise have a material adverse effect on and (b) non-breaching Consenting Second Lien Noteholders Beneficially Own 66 2/3% or more in aggregate principal amount outstanding of Second Lien Notes Claims at the Restructuringtime of such breach; provided, further, that notwithstanding the immediately preceding proviso, the Company shall only be entitled to terminate this Agreement solely with respect to any breaching Consenting Lender(s); (bii) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statuteruling, regulationjudgment, or order enjoining the consummation of or rendering illegal the Restructuring or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of (or agreement by) a Consenting Lender, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within thirty (30) calendar days after such issuance; provided that this termination right may not be exercised by the Company if any Company Entity sought or requested such ruling or order in contravention of any obligation set forth in this Agreement; (iii) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Plan incapable of confirmation or consummation on the terms set forth in this Agreement; provided that this termination right may not be exercised by the Company if any Company Entity (1) sought or requested such ruling or order or (2) failed to oppose such ruling or order; (iv) the board of directors or managers or similar governing body, as applicable, of any Company Entity determines (after consulting with counsel which may be external) and has provided notice to counsel to the Ad Hoc Groups Advisors in accordance with Section 10 hereof that (A) that continued performance under this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties under applicable law or (B) in the exercise of its fiduciary duties to pursue an Alternative Transaction; provided that the Consenting Lenders reserve all rights they may have, if any, to challenge the exercise by the Company Entities of their ability to terminate this Agreement pursuant to this Section 7(c)(iv); (v) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyunenforceable; or (gvi) the Effective Date has not occurred by the Outside Dateoccurrence of a Consenting First Lien Lender Termination Event or a Consenting Second Lien Noteholder Termination Event.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery as to the other all Parties of a upon prior written notice, delivered notice to all Parties in accordance with Section 26 of this Agreement, by (i) the Company 13.9 upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) if the Requisite Consenting Ad Hoc Noteholder Group gives notice of termination of this Agreement pursuant to this Section 8; (b) the breach by in any Restructuring Support Party material respect of any of the obligations, representations, warranties, or covenants by any of such Restructuring Support Party set forth in this Agreement in any respect the Ad Hoc Noteholder Group that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five ten (510) consecutive Business Days calendar days after the receipt by such breaching Restructuring Support Party from the Company Ad Hoc Noteholder Group of written notice of such breach; provided that, with respect ; (c) pursuant to a breach by one or more Consenting CreditorsSection 6.3 hereof, the foregoing shall apply only if board of directors of the Company (xwhich for the avoidance of doubt, expressly excludes the Ad Hoc Noteholder Group for purposes of this Section 8.2(c)) such breaching Consenting Creditor(sdetermines in good faith, after consulting with external counsel (including counsel to the Company), (i) hold(sthat proceeding with the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in excess the exercise of 5.0% its fiduciary duties, to pursue an Alternative Proposal; (d) the Bankruptcy Court enters an order denying confirmation of First Xxxx Xxxx Claims held by all Consenting Creditorsthe Plan, and such order remains in effect for five (y5) non-breaching Consenting Creditors with power to vote in favor Business Days after entry of such order; provided, however, that if the denial of confirmation of the Plan do (i) is due to a technical infirmity that does not require re-solicitation of the Plan and Disclosure Statement to cure such infirmity and (ii) does not impact the economic recovery, rights of or terms provided to the Ad Hoc Noteholder Group under the Plan, the Ad Hoc Noteholder Group and the Company shall use Commercially Reasonable Best Efforts to cure the technical infirmity causing the basis for the denial and, if the Requisite Consenting Ad Hoc Noteholder Group has agreed to such cure (evidenced in writing, which may be by email) within five (5) Business Days of such denial, then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional valueno Party may terminate this Agreement pursuant to this Section 8.2(d)); provided, further, that nothing contained in this Section 8.2(d) shall be deemed to modify or (z) such breach would otherwise have a material adverse effect on the Restructuringextend any applicable Milestones; (be) the issuance, promulgation, or enactment issuance by any governmental entityGovernmental Entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof that (i) would be expected to be unenforceable or enjoining or otherwise restricting prevent the consummation of a material portion of or materially alter the Restructuring Transactions and (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action ii) remains uncured in effect for a period of five ten (510) consecutive Business Days after the receipt Company transmits a written notice in accordance with Section 13.9 identifying any such issuance; provided, that, this termination right may not be exercised by the Company and if the Consenting Creditors Company sought or requested such ruling in contravention of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of any obligation set out in this Agreement; (cf) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates Ad Hoc Noteholder Group files any motion or pleading with the Bankruptcy Court that is not substantially consistent inconsistent in any material respect with this Agreement and such motion or pleading has not been withdrawn or corrected within seven two (72) Business Days of such Party receiving receipt by the Ad Hoc Noteholder Group of written notice from the Company that such motion or pleading is materially inconsistent with this Agreement; or (g) the Ad Hoc Noteholder Group files or supports any Alternative Proposal, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion modification, motion, or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent materially inconsistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, Plan and such material inconsistency remains uncured for a period Alternative Proposal, modification, motion, or pleading has not been revoked before the earlier of five (5i) consecutive three (3) Business Days after the receipt by the Restructuring Support Parties of filing or supporting party receives written notice from the Company that such Alternative Proposal, modification, motion, or pleading is inconsistent with this Agreement or the Plan, and (ii) entry of an order of the Bankruptcy Court approving such material inconsistency; or (g) the Effective Date has not occurred by the Outside DateAlternative Proposal, modification, motion, or pleading.

Company Termination Events. This Agreement The Company may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of terminate this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) a failure by any Consenting Creditor to timely vote all its Participating Claims (as defined herein) in accordance with Section 2(a)(iii) hereof; provided that the foregoing shall not apply if Consenting Creditors holding in excess of 67.0% of all First Lien Claims have submitted ballots to accept the Plan (and not withdrawn such ballots) in accordance with Section 2(a)(iii) hereof; (b) without limiting Section 11(a) hereof, the breach by any Restructuring Support Party one or more Consenting Creditors of any of the material obligations, representations, warranties, or covenants of such Restructuring Support Party Consenting Creditors set forth in this Agreement in any respect that materially Agreement, and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five after three (53) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company Requisite Consenting Creditors of written notice of such breachfrom the Company; provided that, with respect to a breach by one or more Consenting Creditors, that the foregoing shall not apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote hold in favor excess of the Plan do not then hold at least 2/3 plus one dollar 67.0% of all First Xxxx Xxxx Debt (measured by notional value), or (z) Lien Claims as of such breach would otherwise have a material adverse effect on the Restructuringdate; (bc) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdictionjurisdiction (including, without limitation, an order of the Bankruptcy Court which has not been stayed), of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), and in each case which action remains uncured for a period of five after three (53) consecutive Business Days after the receipt by the Company and the Requisite Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting from the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) a Consenting Creditor or any Party other than the Company and of its Affiliates affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent in all material respects with this Agreement and such motion or pleading has not been withdrawn or corrected within seven two (72) Business Days of such Party each of the Consenting Creditor’s and/or the applicable filing party’s receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement; provided that the foregoing shall not apply if non-breaching Consenting Creditors hold in excess of 67.0% of all First Lien Claims as of such date; (e) a Consenting Creditor files, publicly proposes or CEC and/or otherwise supports any of its Affiliates (i) Alternative Proposal (other than a Payout Event Proposal), or (ii) amendment or modification to the CompanyPlan containing any terms that are inconsistent with this Agreement and such filing, proposal or support has not been withdrawn within two (2) obtains relief with respect to any motion Business Days of the Consenting Creditor receiving written notice from the Company that such filing, proposal or pleading with support violates this Agreement; provided that the foregoing shall not apply if non-breaching Consenting Creditors hold in excess of 67.0% of all First Lien Claims as of such date; (f) the Bankruptcy Court grants relief that is inconsistent in any respect with this Agreement and such inconsistent relief is not substantially dismissed, vacated or modified to be consistent with this Agreement within five (5) Business Days of the Consenting Creditors’ receiving written notice from the Company that such relief is inconsistent with this Agreement; (eg) if at least 2/3 the occurrence of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyMaterial Adverse Change; or (gh) if the Effective Date has not occurred by the Outside Dateboard of directors of any Debtor at any time determines in good faith that continued performance under this Agreement would be inconsistent with its fiduciary duties.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery as to all Parties (unless otherwise provided below in this Section 7(b)), upon written notice (the other Parties of a written notice, “Company Termination Notice”) delivered in accordance with Section 26 of this Agreement23 hereof, by (i) the Company upon the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach in any material respect by any Restructuring Support a Supporting Party of any of the their covenants, obligations, representations, warranties, representations or covenants of such Restructuring Support Party set forth warranties contained in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the RestructuringAgreement, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the date the Supporting Party receives the Company Termination Notice (except for any breach of written notice of Section 4(a)(viii), for which there shall be no cure period), but such breach; provided that, termination only shall be with respect to such Supporting Party; provided, however, that if the termination of this Agreement with respect to such Supporting Party is based on a breach by one of Section 4(a)(viii) or more Consenting Creditors, causes the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power remaining Supporting Parties to vote in favor hold less than 66 and 2/3rds of the Plan do not then-outstanding principal amount of the Notes, then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise the Company shall have a material adverse effect on the Restructuringright to terminate this Agreement with respect to all Parties; (bii) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statuteruling, regulation, ruling judgment or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to Transaction, unless, in each case, such ruling, judgment or order has been issued at the regulatory approvals request of the Company, or, in all other circumstances, such ruling, judgment or tax treatment contemplated by the Restructuring)order has not been stayed, which action remains uncured for a period of five (5) consecutive reversed or vacated within three Business Days after the receipt by the Company and the Consenting Creditors of written notice of such eventissuance; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement;and (ciii) the board of directors of any Company Party, after consultation with outside counsel, determines in good faith that continued performance under this Agreement would be inconsistent with the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”)under applicable law, but without limiting the Companyincluding because such board’s fiduciary obligations pursuant require it to Section 5(b)(i) hereof; (d) any direct such Company Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured accept a proposal for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Datean Alternative Transaction.

Company Termination Events. This On any date prior to the Closing Date, this Agreement may be terminated by the Company by the delivery to each of the other Parties of a written notice, delivered notice in accordance with Section 26 of this Agreement23, by (i) stating in reasonable detail the Company reasons for such termination, upon the occurrence and continuation of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (ai) the breach in any material respect by any Restructuring Support Party a Consenting Creditor of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party the Consenting Creditor set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of transmits a written notice of in accordance with Section 23 hereof detailing any such breach; provided that, with respect to a breach by one or more Consenting Creditors, if the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor hold less than 50.01% of the Plan do not then hold at least 2/3 plus one dollar aggregate principal amount of First Xxxx Xxxx Debt (measured all Creditor Claims held by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringConsenting Creditors in the aggregate; (bii) the issuanceboard of directors, promulgationboard of managers, or enactment such similar governing body of the Company determines, after consulting with counsel, in accordance with Section 7, that (i) proceeding with the Transaction (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties or applicable Law, including to pursue an unsolicited Alternative Transaction Proposal in accordance with Section 7 and (ii) the Company is in compliance with the terms of this Agreement; provided, however, that if the Company terminates this Agreement pursuant to this Section 9(d)(ii) (A) to pursue an Alternative Transaction, the Company shall pay the Termination Fee on the earlier of (1) five (5) Business Days after such termination or (2) no later than the date that is three (3) Business Days after such Alternative Transaction Consummation or (B) for any reason other than to pursue an Alternative Transaction and an Alternative Transaction Consummation occurs within six (6) months after such termination, the Company shall pay the Termination Fee no later than the date that is three (3) Business Days after such Alternative Transaction Consummation; provided further, however, that in no event shall the Termination Fee be payable more than once. (iii) the issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement enjoining the consummation of or rendering illegal the Transaction or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring)thereof, which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion ruling, judgment, or pleading order has not been withdrawn reversed or corrected vacated within seven fourteen (714) Business Days days after such issuance; provided, that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with any obligation set out in this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (giv) the Effective Closing Date has does not occurred occur on or before the Outside Date unless waived or otherwise agreed to by the Outside DateCompany in accordance with the terms hereof.

Company Termination Events. (a) This Agreement may be terminated by the delivery to the other Parties Consenting Noteholders (with a copy to the Advisors) of a written notice, delivered notice in accordance with Section 26 18(o) by Lone Pine (on behalf of this Agreementthe Companies), by (i) in the Company exercise of its sole discretion, upon the occurrence and continuation of any of the following events events: (each a “Company Termination Event,” and together with i) the Creditor Termination Events, Implementation Date has not occurred on or before the “Termination Events”) and Outside Date; (ii) CEC the issuance of any final decision, order or decree by a Governmental Entity, in consequence of or in connection with the Recapitalization, in each case which restrains or impedes in any material respect or prohibits the Recapitalization or any material part thereof or requires or purports to require a material variation of the Recapitalization; (iii) the Companies enter into an agreement with respect to an Other Transaction in accordance with Section 4(k), provided that in such event Lone Pine shall pay to the Backstop Parties the fee provided for in Section 3(j) of the Backstop Agreement; (iv) if as a result of (A) one or more terminations of this Agreement as to one or more Breaching Noteholders pursuant to Section 13(b) or (B) one or more terminations of its obligations under this Agreement by one or more Objecting Noteholders pursuant to Section 18(m), the aggregate amount of Relevant Notes held by the Consenting Noteholders that remain party to this Agreement equals less than two-thirds of the aggregate amount of Notes; or (v) the Companies determine, acting reasonably, that there is no reasonable prospect that the conditions set forth in Sections 8(a)(ii) and 8(b)(i) will be satisfied or waived by the Outside Date; provided that (A) the Companies’ right to terminate this Agreement under this provision in respect of Section 8(a)(ii) shall only be exercisable by the Companies from the day that is one day prior to the scheduled meeting of creditors to consider the Plan up and until the commencement of the same scheduled meeting and (B) the Companies’ right to terminate this Agreement in respect of Section 8(b)(i) shall only be exercisable by the Companies if they have received a written notice from the Consenting Noteholders confirming the Companies’ unconditional inability to satisfy Section 8(b)(i). (b) This Agreement may be terminated as to a breaching Consenting Noteholder (the “Breaching Noteholder”) only, by delivery to such Breaching Noteholder of a written notice in accordance with Section 18(o) by the Companies, in exercise of their sole discretion and provided that the Companies are not in default hereunder, upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party and continuation of any of the obligations, representations, warrantiesfollowing events: (i) failure by the Breaching Noteholder to comply in all material respects with, or covenants of such Restructuring Support Party default by the Breaching Noteholder in the performance or observance of, any material term, condition, covenant or agreement set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of is not cured within five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one failure or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencydefault; or (gii) if any representation, warranty or other statement of the Effective Date has not occurred by Breaching Noteholder made or deemed to be made in this Agreement shall prove untrue in any material respect as of the Outside Datedate when made; and the Breaching Noteholder shall, in accordance with Section 15, thereupon no longer be a Consenting Noteholder.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 21 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party CEC of any of the its obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that would reasonably be expected to materially and adversely affects the Company’s interests in connection with impede or prevent consummation of the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party CEC from the Company of written (including email) notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors New CEC of written notice of such event; provided that the Caesars Parties have Company has otherwise complied with their its obligations under Section 5(a)(i)(D3(a)(i)(D) or (E) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 15 hereof (the “Company Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates CEC files any motion motion, pleading, or pleading other document with the Bankruptcy Court that is not substantially consistent materially inconsistent with this Agreement or the CEOC Plan and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) necessary to effectuate the Restructuring is filed with the Bankruptcy Court or is otherwise finalized, or has become effective, shall contain finalized and contains terms and conditions that are not substantially consistent materially inconsistent with this Agreement or shall the CEOC Plan or is otherwise not be on terms reasonably acceptable to the Company, and such material and adverse inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties CEC of written notice of such material and adverse inconsistency; (f) the appointment of a trustee under section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in the CEC Chapter 11 Case. For the avoidance of doubt, the prior appointment of the examiner in the Chapter 11 Cases pursuant to the examiner order shall not constitute a Company Termination Right; (g) the CEC Chapter 11 Case is converted to a case under chapter 7 of the Bankruptcy Code or the CEC Chapter 11 Case shall have been dismissed, in each case, by order of the Bankruptcy Court, which order has not been stayed; (h) the failure by CAC to execute a CAC Joinder in form and substance acceptable to the Company by the Outside CAC Date; (i) the failure by CEC and CAC to reach agreement on the terms and conditions of, and execute and deliver, the Merger Agreement in form and substance reasonably acceptable to the Company or to obtain the Sponsor Agreements in form and substance reasonably acceptable to the Company by the Outside Merger Date; (j) the amendment or other modification of the Merger Agreement or any Sponsor Agreement in a manner that is not reasonably acceptable to the Company; (k) the termination of the CAC Joinder, the Merger Agreement or any Sponsor Agreement; or (gl) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery upon written notice to Sillerman and the other Parties of a written noticeConsenting Noteholders, delivered in accordance with Section 26 of this Agreement23 hereof, by (i) the Company upon the occurrence of any of the following events (each a the “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon ), unless waived in writing by the occurrence of a Company Termination Event listed in Section 10(e):Company: (ai) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, warranties or covenants of such Restructuring Support Party the Consenting Noteholders set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for would reasonably be expected to have a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from material adverse impact on the Company or the consummation of written notice of such breach; provided thatthe Plan Transaction, with respect to and, as a breach by one or more Consenting Creditorsresult, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor Noteholders hold less than 67% of the Plan do not then hold at least 2/3 plus one dollar aggregate principal amount of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringSecond Lien Claims; (bii) the issuance, promulgation, or enactment issuance by any governmental entity, including any regulatory or licensing authority required Governmental Authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this AgreementPlan Transaction; (ciii) except at the exercise by request of the Company of its fiduciary duties as set forth by Section 20 hereof (Company, the “Fiduciary Out”), but without limiting Bankruptcy Court enters an order modifying or terminating the Company’s obligations pursuant exclusive right to Section 5(b)(i) hereoffile and/or solicit acceptances of a plan of reorganization; (div) the termination of the DIP Facility; (v) the termination of any Party other than order or agreement permitting the Company and its Affiliates files any motion or pleading with use of cash collateral; (vi) except at the request of the Company, the Bankruptcy Court that is not substantially consistent enters an order (A) directing the appointment of an examiner with this Agreement and such motion expanded powers or pleading has not been withdrawn or corrected within seven a trustee, (7B) Business Days converting the Chapter 11 Cases to cases under chapter 7 of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this AgreementCode or (C) dismissing the Chapter 11 Cases; (evii) if except at least 2/3 the request of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyChapter 11 Cases are involuntarily dismissed; or (gviii) the Effective Date has not occurred by the Outside Dateas it determines is required pursuant to Section 27 hereof.

Company Termination Events. This Agreement may be terminated by the Company by the delivery to the other Parties Consenting Prepetition Lenders (or counsel on their behalf) of a written notice, delivered notice in accordance with Section 26 of this Agreement22 hereof, by (i) the Company upon the occurrence and continuation of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach in any material respect by any Restructuring Support Party one or more of the Consenting Prepetition Lenders of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party Consenting Prepetition Lender(s) set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the RestructuringAgreement, which breach remains uncured for a period of five (5) consecutive ten Business Days after the receipt by such breaching Restructuring Support Party the applicable Consenting Prepetition Lender from the Company of written notice of such breach, which written notice will set forth in reasonable detail the alleged breach; provided that, with respect to that such breach shall not constitute a breach by one or more Consenting Creditors, Company Termination Event in the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) event non-breaching Consenting Creditors with power to vote in favor Prepetition Lenders hold 66 2/3% or more of Prepetition Term Loan Claims at the Plan do not then hold at least 2/3 plus one dollar time of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuringbreach; (bii) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statuteruling, regulationjudgment, or order enjoining the consummation of or rendering illegal the Restructuring or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of (or agreement by) a Consenting Prepetition Lender, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within 30 calendar days after such issuance; provided that this termination right may not be exercised by the Company if any Company Entity sought or requested such ruling or order in contravention of any obligation set forth in this Agreement; (iii) Consenting Prepetition Lenders fail to own at least 66 2/3% in aggregate principal amount outstanding of the Prepetition Term Loans; (iv) the occurrence of the DIP Termination Date in accordance with the DIP Orders; (v) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Restructuring and/or the Sale Transaction incapable of consummation on the terms set forth in this Agreement; (vi) the board of directors or managers or similar governing body, as applicable, of any Company Entity determines (after consulting with counsel) (A) that continued performance under this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties under applicable law or (B) in the exercise of its fiduciary duties to pursue an Alternative Transaction; (vii) the Bankruptcy Court enters an order denying the Restructuring and/or the Sale Transaction and such order remains in effect for seven Business Days after entry of such order; (viii) the Sale Order or the Confirmation Order is reversed or vacated; or (ix) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Dateunenforceable.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Bank Creditors, the foregoing shall apply only if (x) such breaching Consenting Bank Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Lien Bank Claims held by all Consenting Bank Creditors, (y) non-breaching Consenting Bank Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Lien Bank Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Bank Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Caesars Parties or their Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) CEC enters into a settlement or other agreement in respect of any of the counts asserted against it in any of the Guaranty Cases that materially and adversely affects (or would materially and adversely affect if at least 2/3 of First Xxxx Xxxx Debt (measured by notional valueconsummated) plus one dollar is not beneficially owned or controlled, with power CEC’s ability to vote fund the recoveries contemplated in favor of the Plan, including but not limited with respect to the value of any guaranties of indebtedness or other obligations to be provided by Consenting Creditors as of the Petition DateCEC thereunder; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery as to the other all Parties of a upon prior written notice, delivered notice to all Parties in accordance with Section 26 of this Agreement, by (i) the Company 13.11 upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the Consenting Creditors (which for the avoidance of doubt will not include NCMI for purposes of this Section 10.02) entitled to vote on the Plan will have failed to timely vote their Claims in favor of the Plan or at any time change their votes to constitute rejections to the Plan, in either case in a manner inconsistent with this Agreement; provided, that, this termination event will not apply if sufficient holders of Claims have timely voted (and not withdrawn) their Claims to accept the Plan in amounts necessary for each applicable impaired class under the Plan to “accept” the Plan consistent with Section 1126 of the Bankruptcy Code; (b) if the Required Consenting Creditors give notice of termination of this Agreement pursuant to this Section 10; (c) the breach by in any Restructuring Support Party material respect of any of the obligations, representations, warranties, or covenants by any of such Restructuring Support Party set forth the Consenting Creditors holding an amount of Secured Debt Claims that would result in this Agreement in any respect the non-breaching Consenting Creditors holding less than 66.67% of the aggregate principal amount of the Secured Debt Claims that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five ten (510) consecutive Business Days calendar days after the receipt by such the breaching Restructuring Support Party from the Company Consenting Creditors of written notice of such breach; provided that, with respect ; (d) pursuant to a breach by one or more Consenting CreditorsSection 7.03 hereof, the foregoing shall apply only if manager, independent manager or such similar governing body of the Company (xwhich for the avoidance of doubt, expressly excludes NCMI for purposes of this Section 10.02(d) such breaching Consenting Creditor(sother than in its capacity as manager of NCMI) hold(sdetermines in good faith, after consulting with external counsel (including counsel to the Company), (i) that proceeding with the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in excess the exercise of 5.0% its fiduciary duties, to pursue an Alternative Proposal; (e) the Bankruptcy Court enters an order denying confirmation of First Xxxx Xxxx Claims held by all Consenting Creditorsthe Plan, and such order remains in effect for five (y5) non-breaching Consenting Creditors with power to vote in favor Business Days after entry of such order; provided, however, that if the denial of confirmation of the Plan do (i) is due to a technical infirmity that does not require re-solicitation of the Plan and Disclosure Statement to cure such infirmity and (ii) does not impact the economic recovery, rights of or terms provided to the Consenting Creditors under the Plan, the Consenting Creditors and the Company shall use commercially reasonable efforts to cure the technical infirmity causing the basis for the denial and, if the Required Consenting Creditors have agreed to such cure (evidenced in writing, which may be by email) within five (5) Business Days of such denial, then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional valueno Party may terminate this Agreement pursuant to this Section 10.02(e); provided, further, that nothing contained in this Section 10.02(e) shall be deemed to modify or (z) such breach would otherwise have a material adverse effect on the Restructuringextend any applicable Milestones; (bf) the issuance, promulgation, or enactment issuance by any governmental entityGovernmental Entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof that (i) would reasonably be expected to be unenforceable or enjoining or otherwise restricting prevent the consummation of a material portion of or materially alter the Restructuring Transactions and (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action ii) remains uncured in effect for a period of five ten (510) consecutive Business Days after the receipt Company transmits a written notice in accordance with Section 13.11 identifying any such issuance; provided, that, this termination right may not be exercised by the Company and if the Consenting Creditors Company sought or requested such ruling in contravention of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of any obligation set out in this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (dg) any Party other than the Company and its Affiliates Consenting Creditor files any motion or pleading with the Bankruptcy Court that is not substantially consistent inconsistent in any material respect with this Agreement and such motion or pleading has not been withdrawn or corrected within seven two (72) Business Days of such Party receiving receipt by the applicable Consenting Creditor of written notice from the Company that such motion or pleading is materially inconsistent with this Agreement; provided, however, that it shall not constitute a Company Termination Event if the non-breaching Consenting Creditors continue to hold at least 66.67% of the aggregate principal amount of the Secured Debt Claims; or (h) one or CEC and/or more of the Consenting Creditors file or support any of its Affiliates (other than the Company) obtains relief with respect to any motion Alternative Proposal, modification, motion, or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent materially inconsistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, Plan and such material inconsistency remains uncured for a period Alternative Proposal, modification, motion, or pleading has not been revoked before the earlier of five (5i) consecutive three (3) Business Days after the receipt by the Restructuring Support Parties of filing or supporting party receives written notice from the Company that such Alternative Proposal, modification, motion, or pleading is inconsistent with this Agreement or the Plan, and (ii) entry of an order of the Bankruptcy Court approving such material inconsistencyAlternative Proposal, modification, motion, or pleading; or (g) provided, however that it shall not constitute a Company Termination Event if the Effective Date has not occurred by non-breaching Consenting Creditors continue to hold at least 66.67% of the Outside Dateaggregate principal amount of the Secured Debt Claims.

Company Termination Events. (a) This Agreement may be terminated by the delivery to the other Parties Consenting Noteholders (with a copy to Goodmans) of a written notice, delivered notice in accordance with Section 26 19(o) by Jaguar, in the exercise of this Agreementits sole discretion, by (i) the Company upon the occurrence and continuation of any of the following events events: (each a “Company Termination Event,” and together with i) the Creditor Termination Events, Implementation Date has not occurred on or before the “Termination Events”) and Outside Date; (ii) CEC the issuance of any final decision, order or decree by a Governmental Entity, in consequence of or in connection with the Transaction, in each case which restrains or impedes in any material respect or prohibits the Transaction or any material part thereof or requires or purports to require a material variation of the Transaction; (iii) if at any given time the Noteholders party to this Support Agreement (including by way of Consent Agreements) represent less than 66 2/3 % of the aggregate principal amount of outstanding Notes; (iv) the Backstop Agreement has been terminated; (v) the Company or any of the Subsidiaries enters into an agreement with respect to an Other Transaction in accordance with Section 4(k); or (vi) the Company, after consultation with its legal and financial advsiors is not satisfied by January 22, 2014 that the Transaction will proceed to completion on or before the Outside Date. (b) This Agreement may be terminated as to a breaching Consenting Noteholder (the “Breaching Noteholder”) only, by delivery to such Breaching Noteholder of a written notice in accordance with Section 19(o) by the Company, in exercise of its sole discretion and provided that the Company is not in default hereunder, upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party and continuation of any of the obligations, representations, warrantiesfollowing events: (i) failure by the Breaching Noteholder to comply in all material respects with, or covenants of such Restructuring Support Party default by the Breaching Noteholder in the performance or observance of, any material term, condition, covenant or agreement set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of is not cured within five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one failure or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencydefault; or (gii) if any representation, warranty or other statement of the Effective Date has Breaching Noteholder made or deemed to be made in this Agreement shall prove untrue in any material respect as of the date when made; and the Breaching Noteholder shall, in accordance with Section 16, thereupon no longer be a Consenting Noteholder. For greater certainty, an Objecting Noteholder is not occurred by the Outside Datea Breaching Noteholder.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the The occurrence of any of the following events (each following, unless waived by the Company, shall be a “Company Termination Event,” and together with the Creditor any Lender Termination EventsEvent and any Noteholder Termination Event, the a “Termination EventsEvent”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):: (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringBoard Termination; (b) the issuance, promulgationConsenting Term Loan Lenders at any time (i) hold less than 66-2/3% of the amount of all Term Loan Lender Claims arising under the Credit Agreement, or enactment by any governmental entity, including any regulatory or licensing authority or court (ii) consist of competent jurisdiction, less than a majority of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting Term Loan Lenders under the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Credit Agreement; (c) the exercise by Consenting Revolving Loan Lenders at any time (i) hold less than 66-2/3% of the Company amount of its fiduciary duties as set forth by Section 20 hereof all Revolving Loan Lender Claims arising under the Credit Agreement, or (ii) consist of less than a majority of Revolving Loan Lenders under the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereofCredit Agreement; (d) one or more Consenting Term Loan Lenders materially breaches its obligations under this Support Agreement, such that the non-breaching Consenting Term Loan Lenders at any Party other time (i) hold less than 66-2/3% of the Company and its Affiliates files any motion or pleading with amount of all Term Loan Lender Claims arising under the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Credit Agreement, or CEC and/or any (ii) consist of its Affiliates (other less than a majority of Revolving Loan Lenders under the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Credit Agreement; (e) if one or more Consenting Revolving Loan Lenders materially breaches its obligations under this Support Agreement, such that the non-breaching Consenting Revolving Loan Lenders at least 2/3 of First Xxxx Xxxx Debt any time (measured by notional valuei) plus one dollar is not beneficially owned or controlled, with power to vote in favor hold less than 66-2/3% of the Plan, by Consenting Creditors as amount of the Petition DateRevolving Loan Lender Claims arising under the Credit Agreement, or (ii) consist of less than a majority of Revolving Loan Lenders under the Credit Agreement; (f) if any court of competent jurisdiction or other competent governmental or regulatory authority issues a final, non-appealable order making illegal or otherwise preventing or prohibiting the consummation of the Restructuring contemplated in the Term Sheet or any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions in a way that are not substantially consistent with this Agreement or shall otherwise cannot be on terms reasonably acceptable to remedied by the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date failure by the Company to have substantially consummated the Restructuring pursuant to the terms of this Support Agreement and the Term Sheet prior to June 30, 2013; provided, however, that such date shall be automatically extended by an additional sixty calendar days if the Company has not occurred by yet obtained the Outside Daterequisite clearances or approvals under any applicable laws or regulations for the consummation of the Plan, and the requests for such clearances or approvals are still pending.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery to the other Parties of a upon written notice, notice (“Company Termination Notice”) delivered in accordance with Section 26 of this Agreement22 hereof, by (i) the Company upon the occurrence occurrence, and during the continuation, of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) the breach in any material respect by any Restructuring Support Party the Supporting Noteholders of any of the their covenants, obligations, representations, warranties, or covenants of such Restructuring Support Party set forth warranties contained in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the RestructuringAgreement, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company earlier of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) knowledge of such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held breach by all Consenting Creditors, a Supporting Noteholder; and (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) date such breach would otherwise have Supporting Noteholder receives a material adverse effect on the Restructuring;Company Termination Notice; and (bii) the issuance, promulgation, or enactment The issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statutefinal, regulationnon-appealable ruling, ruling judgment or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of or rendering impermissible a material portion of the Restructuring Transaction, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) Business Days after such issuance. (iii) The board of directors of the Company (the “Board”), after consultation with outside counsel, reasonably determines in good faith that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under Applicable Law, including with respect because such fiduciary obligations require the Board to direct the acceptance of a proposal for an alternative transaction that, provides for a higher recovery to the regulatory approvals or tax treatment contemplated by Company’s creditors than the Restructuring), which action remains uncured for a period Nuverra Plan. (iv) The class of 2021 Notes votes against the Nuverra Plan. (v) Any Supporting Noteholder fails to provide the Interim Financing to the Company. (vi) Any Supporting Noteholder fails to provide the DIP Facilities to the Company. (vii) At 11:59 p.m. prevailing Eastern Time on the date (x) that is five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with Petition Date if the Bankruptcy Court has not entered the DIP Financing Order on an interim basis and (y) that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven forty-five (745) Business Days of such Party receiving written notice from calendar days after the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with Petition Date if the Bankruptcy Court that is has not substantially consistent with this Agreement;entered the DIP Financing Order on a final basis. (eviii) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned On or controlledafter December 31, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date2017.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(eSections 10(a) or 10(g): (a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s or CEC’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Second Lien Creditors, the foregoing shall apply only if (x) such breaching Consenting Second Lien Creditor(s) hold(s) in excess of 5.04.0% of First Second Xxxx Xxxx Claims held by all Consenting Second Lien Creditors, (y) non-breaching Consenting Second Lien Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar 50.1% of First aggregate Second Xxxx Xxxx Debt (measured by notional face value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Second Lien Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material and adverse inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or; (gf) the Effective Date has not occurred by the Outside Date.; (g) either the BOKF Case or the WSFS Case is not stayed within 75 days of the Agreement Effective Date or the stays of the BOKF Case and the WSFS Case are not at any time in place after such date, which date may be extended by the mutual agreement of (a) the Caesars Parties and (b) the Requisite Consenting Second Lien Creditors; or (h) on or after the date that is 45 days from the Agreement Effective Date upon the determination of the Governance Committee of the Board of Directors of the Company (the “Governance Committee”) if the Consenting Second Lien Creditors do not beneficially own or control with the power to vote sufficient Second Xxxx Xxxx Claims to accept the Plan under section 1126(c) of the Bankruptcy Code

Company Termination Events. This Agreement may be terminated by the Company by the delivery to each of the other Parties of a written notice, delivered notice in accordance with Section 26 of this Agreement22, by (i) stating in reasonable detail the Company reasons for such termination, upon the occurrence and continuation of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (ai) the breach by any Restructuring Support Party other than the Company or SMLP of (A) any of the obligations, representations, warranties, affirmative or covenants negative covenant contained in this Agreement or (B) any other obligations of such Restructuring Support breaching Party set forth in this Agreement Agreement, in each case, in any material respect that materially and adversely affects which breach is continuing for a period of three (3) Business Days following such breaching Party’s receipt of a written notice of breach from the Company’s interests Company pursuant to Section 22 (which written notice shall set forth in connection with detail the Restructuringalleged breach); (ii) the breach in any material respect by any Party other than the Company or SMLP of any of its respective representations or warranties in this Agreement, which breach remains uncured for a period of five three (53) consecutive Business Days after the receipt by following such breaching Restructuring Support Party from the Company Party’s receipt of a written notice of such breach; provided that, with respect pursuant to a breach by one or more Consenting Creditors, Section 22 (which written notice shall set forth in detail the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor alleged failure of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional valuerepresentation or warranty), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (biii) the issuance, promulgation, or enactment issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statuteruling, regulationjudgment, ruling or order declaring this Agreement enjoining the consummation of or rendering illegal the Strict Foreclosure or the Transaction or any material portion hereof to be unenforceable thereof, and such ruling, judgment, or enjoining order has not been reversed or otherwise restricting the consummation of a material portion of the Restructuring vacated within fourteen (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (514) consecutive Business Days calendar days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreementissuance; (civ) any Definitive Document shall be executed by the Requisite Directing Lenders, or shall be amended or otherwise modified by the Requisite Directing Lenders, in a form inconsistent with the standards set forth in Section 2; or (v) the board of directors, board of managers, or such similar governing body of the Company, after consulting with outside counsel, determines that proceeding with the transactions contemplated by this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Dateunder applicable law.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery as to all Parties (unless otherwise set forth in this Section ‎12.02), upon prior written notice to the other Required Parties of a written notice, delivered and the Sponsors in accordance with Section 26 of this Agreement, by (i) the Company ‎15.11 upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (a) the breach in any material respect by any Restructuring Support Party the Consenting Stakeholders (other than the Sponsors) of any of the obligations, representations, warranties, or covenants of any such Restructuring Support Party parties set forth in this Agreement Agreement, solely in any respect the event that materially and adversely affects (i) such breach, to the Company’s interests in connection with the Restructuringextent curable, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of transmits a written notice of such breach; provided that, breach in accordance with respect to a Section ‎15.11 detailing any such breach by one or more Consenting Creditors, the foregoing shall apply only if and (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (zii) such breach would otherwise have a material adverse effect on prevents the Restructuringoccurrence of any condition to closing the Transactions under any of the Definitive Documents; (b) following delivery of notice by the issuanceCompany pursuant to Section ‎7.01, promulgationthe board of directors, board of managers, or enactment such similar governing body of the Company determines, after consulting with counsel, in accordance with ‎Section 7, that proceeding with any of the Transactions (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties or applicable Law; (c) the issuance by any governmental entityGovernmental Entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statutefinal, regulation, non-appealable ruling or order declaring this Agreement or any material portion hereof that (i) would reasonably be expected to be unenforceable or enjoining or otherwise restricting prevent the consummation of a material portion of the Restructuring Transactions and (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action ii) remains uncured in effect for a period of five fifteen (515) consecutive Business Days after the receipt Company transmits a written notice in accordance with Section ‎15.11 detailing any such issuance; provided, that, this termination right shall not apply to or be exercised by the Company and if the Consenting Creditors Company sought or requested such ruling or order in contravention of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of any obligation or restriction set out in this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof;; or (d) upon the occurrence of any Party court of competent jurisdiction or other than competent governmental or regulatory authority issuing a ruling or an order making illegal or otherwise restricting, preventing or prohibiting the Company and its Affiliates files any motion or pleading with consummation of the Bankruptcy Court Transactions in a material way that is cannot substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than be reasonably remedied by the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties CAC of a written notice, delivered in accordance with Section 26 21 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party of CAC of any of the its obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that would reasonably be expected to materially and adversely affects the Company’s interests in connection with impede or prevent consummation of the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party CAC from the Company of written (including email) notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors CAC or New CEC, as applicable, of written notice of such event; provided that the Caesars Parties have Company has otherwise complied with their its obligations under Section 5(a)(i)(D3(a)(i)(D) or (E) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 15 hereof (the “Company Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates CAC files any motion motion, pleading, or pleading other document with the Bankruptcy Court that is not substantially consistent materially inconsistent with this Agreement or the CEOC Plan and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) necessary to effectuate the Restructuring is filed with the Bankruptcy Court or is otherwise finalized, or has become effective, shall contain finalized and contains terms and conditions that are not substantially consistent materially inconsistent with this Agreement or shall the CEOC Plan or is otherwise not be on terms reasonably acceptable to the Company, and such material and adverse inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties CAC of written notice of such material and adverse inconsistency; (f) the appointment of a trustee under section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in a CEC Chapter 11 Case. For the avoidance of doubt, the prior appointment of the examiner in the Chapter 11 Cases pursuant to the examiner order shall not constitute a Company Termination Right; (g) a CEC Chapter 11 Case is converted to a case under chapter 7 of the Bankruptcy Code or a CEC Chapter 11 Case shall have been dismissed, in each case, by order of the Bankruptcy Court, which order has not been stayed; (h) the failure by CEC and CAC to reach agreement on the terms and conditions of, and execute and deliver, the Merger Agreement in form and substance reasonably acceptable to the Company or to obtain the Sponsor Agreements in form and substance reasonably acceptable to the Company by the Outside Merger Date; (i) the Merger Agreement or any Sponsor Agreement terminates or is amended or modified in a manner not reasonably acceptable to the Company; (j) the CEC/CEOC RSA terminate; or (gk) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This The Company may terminate this Agreement may be terminated by delivery to the other Parties of a upon written notice, notice (“Company Termination Notice”) delivered in accordance with Section 26 of this Agreement20 hereof, by (i) the Company upon the occurrence occurrence, and during the continuation, of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (ai) The breach in any material respect by the breach by any Restructuring Support Party Kayne Supporting Creditors, of any of the their covenants, obligations, representations, warranties, or covenants of such Restructuring Support Party set forth warranties contained in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the RestructuringAgreement, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the date the Kayne Supporting Creditors receive a Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring;Termination Notice. (bii) the issuance, promulgation, or enactment The Company receives and determines to accept an Alternative Proposal in an exercise of its fiduciary duties. (iii) The issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statutefinal, regulationnon- appealable ruling, ruling judgment or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of or rendering impermissible a material portion of the Restructuring Transaction, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) Business Days after such issuance. (iv) The board of directors of the Company (the “Board”) determines in good faith that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under Applicable Law, including with respect because such fiduciary obligations require the Board to direct the acceptance of a proposal for an alternative transaction that provides for a higher recovery to the regulatory approvals or tax treatment contemplated by Company’s creditors than the Restructuring), which action remains uncured for a period of Plan. (v) At 11:59 p.m. prevailing Eastern Time on the date (x) that is five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with Petition Date if the Bankruptcy Court has not entered the DIP Financing Order on an interim basis and (y) that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven thirty-five (735) Business Days of such Party receiving written notice from calendar days after the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with Petition Date if the Bankruptcy Court that is has not substantially consistent with this Agreement;entered the DIP Financing Order on a final basis. (evi) if at least 2/3 [reserved] (vii) The class of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of Lien Creditors votes against the Plan, by Consenting Creditors as of the Petition Date;. (fviii) if Any lender under the DIP Facility to the Company fails to honor or terminates its commitments to provide financing or the agent or any lender declares an event of default thereunder. Case 18-10384-MFW Doc 13 Filed 02/26/18 Page 58 of 133 (ix) On the Definitive Documentation (including any amendment or modification thereof) date that an order is filed with entered by the Bankruptcy Court or otherwise finalized, a court of competent jurisdiction denying confirmation of the Plan or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable refusing to approve the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; orDisclosure Statement. (gx) At 11:59 p.m. prevailing Eastern Time on the date that is 15 calendar days after entry of the Confirmation Order, if the Effective Date has not occurred occurred, and if such failure of the Effective Date to occur is not caused by any action or inaction of the Outside DateFallbrook Parties. (xi) On or after July 15, 2018.

Company Termination Events. This Agreement may be terminated by the delivery to the other Parties Backstoppers of a written notice, delivered notice in accordance with Section 26 14(k) by Lone Pine (on behalf of this Agreementthe Companies), by (i) in the Company exercise of its sole discretion, upon the occurrence and, if applicable, continuation of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (a) the breach by Support Agreement has been terminated for any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuringreason; (b) the issuanceShare Offering is not completed on or before January 31, promulgation2014 (or such other date as the Companies and the Initial Backstoppers may agree in writing); (c) failure by any of the Backstoppers (other than a Defaulting Backstopper whose obligations have been assumed by the Initial Backstoppers pursuant to Section 2(e) hereof) to comply in all material respects with, or enactment default by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to Backstoppers in the regulatory approvals performance or tax treatment contemplated by the Restructuring)observance of, any term, condition, covenant or agreement set forth in this Agreement, which action remains uncured for a period of is not cured within five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereoffailure or default; (d) if any Party other than representation or warranty of any of the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with Backstoppers made in this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days shall prove untrue in any material respect as of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement;date when made; and (e) if at least 2/3 any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned Law, which operates to prevent or controlled, with power to vote in favor restrict the lawful distribution of the PlanPreferred Shares. This Agreement may be terminated as to a breaching Backstopper only, by Consenting Creditors as delivery to such breaching Backstopper of a written notice in accordance with Section 14(k) by Lone Pine (on behalf of the Petition Date;Companies), in the exercise of its sole discretion and provided that the Companies are not in default hereunder, upon the occurrence and continuation of any of the following events: (f) if any of failure by the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalizedbreaching Backstopper to comply in all material respects with, or has become effectivedefault by the breaching Backstopper in the performance or observance of, shall contain terms and conditions that are not substantially consistent with any material term, condition, covenant or agreement set forth in this Agreement or shall otherwise which is not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of cured within five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyfailure or default; or (g) if any representation, warranty or other statement of the Effective Date has not occurred by breaching Backstopper made or deemed to be made in this Agreement shall prove untrue in any material respect as of the Outside Datedate when made.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 21 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party CEC of any of the its obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that would reasonably be expected to materially and adversely affects the Company’s interests in connection with impede or prevent consummation of the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party CEC from the Company of written (including email) notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors New CEC of written notice of such event; provided that the Caesars Parties have Company has otherwise complied with their its obligations under Section 5(a)(i)(D3(a)(i)(D) or (E) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 15 hereof (the “Company Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates CEC files any motion motion, pleading, or pleading other document with the Bankruptcy Court that is not substantially consistent materially inconsistent with this Agreement or the CEOC Plan and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) necessary to effectuate the Restructuring is filed with the Bankruptcy Court or is otherwise finalized, or has become effective, shall contain finalized and contains terms and conditions that are not substantially consistent materially inconsistent with this Agreement or shall the CEOC Plan or is otherwise not be on terms reasonably acceptable to the Company, and such material and adverse inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties CEC of written notice of such material and adverse inconsistency; (f) the appointment of a trustee under section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in the CEC Chapter 11 Case. For the avoidance of doubt, the prior appointment of the examiner in the Chapter 11 Cases pursuant to the examiner order shall not constitute a Company Termination Right; (g) the CEC Chapter 11 Case is converted to a case under chapter 7 of the Bankruptcy Code or the CEC Chapter 11 Case shall have been dismissed, in each case, by order of the Bankruptcy Court, which order has not been stayed; (h) the amendment, waiver or other modification of the Merger Agreement or any Sponsor Agreement in a manner that is not reasonably acceptable to the Company; (i) the termination of the CAC/CEOC RSA, the Merger Agreement or any Sponsor Agreement; or (gj) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Agreement may be terminated by the Company by the delivery to the other Parties Consenting Creditors’ Advisors and I Squared of a written notice, delivered notice in accordance with Section 26 of this Agreement, by (i) the Company 15.11 hereof upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (a) the breach by in any Restructuring Support Party material respect of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party one or more of the Consenting Creditors set forth in this Agreement, by such Consenting Creditors holding (i) a combined aggregate principal amount (or, with respect to any Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date, or, following the Petition Date, the amount of such Claim) of the 2018 Credit Facility Claims that would result in non-breaching Consenting Creditors holding less than two-thirds (2/3) of the then-outstanding combined aggregate principal amount (or, with respect to any respect Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date, or, following the Petition Date, the amount of such Claim) of the 2018 Credit Facility Claims, (ii) an aggregate principal amount of Senior Notes Claims that materially and adversely affects would result in non-breaching Consenting Noteholders holding less than two-thirds (2/3) of the Company’s interests outstanding aggregate principal amount of the Senior Notes Claims, or (iii) an aggregate principal amount of Priming Facility Claims that would result in connection with non-breaching Consenting Priming Facility Lenders holding less than a majority of the Restructuringthen-outstanding aggregate principal amount of the Priming Facility Claims, in each case, which breach remains uncured by such breaching Consenting Creditors (to the extent curable) for a period of five ten (510) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the terminating Company of Parties transmit a written notice in accordance with Section 15.11 of this Agreement detailing any such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuancebreach in any material respect by one or more of the Consenting Creditors of (i) any forbearance obligations or transfer restrictions contained in the Foreign Obligor Forbearance Agreement that would result in non-breaching Consenting 2018 Credit Facility Creditors holding less than a majority of the then-outstanding aggregate principal amount of the 2018 Credit Facility Claims, promulgationexclusive of any Hedging Claims, (ii) any forbearance obligations or transfer restrictions contained in the Credit Agreement Forbearance and Consent (prior to the Petition Date) that would result in (A) non-breaching 2018 Credit Facility Lenders holding less than a majority of the then-outstanding aggregate principal amount of 2018 Credit Facility Claims, exclusive of any Hedging Claims, or enactment (B) non-breaching Revolving Lenders holding less than a majority of the then-outstanding aggregate principal amount of Revolving Claims, or (iii) any forbearance obligations or transfer restrictions contained in the Senior Noteholder Forbearance Agreement (prior to the Petition Date) that would result in non-breaching Consenting Noteholders holding less than a majority of the aggregate principal amount of Senior Notes Claims, in each case, which breach remains uncured by such breaching Consenting Creditors (to the extent curable) for ten (10) Business Days after the terminating Company Parties transmit a written notice in accordance with Section 15.11 of this Agreement detailing any such breach; (c) the Board of Directors of any Company Party determines, after consulting with counsel, (i) that proceeding with the Restructuring would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring; (d) the Bankruptcy Court enters an order denying confirmation of the Plan and such order remains in effect for ten (10) Business Days after entry of such order, or the Confirmation Order is reversed or vacated; (e) the issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statutefinal, regulation, non-appealable ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting that (i) enjoins the consummation of a material portion of the Restructuring and (including ii) remains in effect for ten (10) Business Days after such terminating Company Party transmits a written notice in accordance with Section 15.11 of this Agreement detailing any such issuance; notwithstanding the foregoing, this termination right may not be exercised by any Company Party to the extent such Company Party sought or requested such ruling or order in contravention of any obligation set out in this Agreement; (f) one or more Consenting Creditors have failed to complete the filing of (i) any material applications, petitions, notifications, or other requests to be filed by any Consenting Creditors or Reorganized Parent with any Governmental Regulatory Authority or Antitrust/FDI Authority that are required to obtain the Governmental Approvals or Antitrust/FDI Approvals and (ii) any other material applications, petitions, notifications or other requests to be filed by any Consenting Creditors or Reorganized Parent with any other foreign regulatory agencies in order to obtain approvals or otherwise that are necessary to effectuate the Restructuring by 11:59 p.m. (Eastern Time) on the date that is no later than thirty (30) calendar days (or, with respect to any Antitrust/FDI Approvals required in any non-U.S. jurisdictions, as promptly as reasonably practicable) after the regulatory approvals Plan and Disclosure Statement are filed or tax treatment contemplated such later date as agreed to by the Restructuring)Company, which action remains uncured for a period of five (5) consecutive Business Days after the receipt in each case, if and as required, or otherwise deemed advisable by the Company and the Required Consenting Creditors after good faith discussions to the extent such approval is required to be obtained by one or more Consenting Creditors, in each case subject to timely cooperation by, including receipt on a timely basis of all information requested of, any Company Party that the applicable Consenting Creditors reasonably determine to be necessary or appropriate in connection with such filings, in each case, that remains uncured for ten (10) Business Days after such terminating Company Party transmits a written notice in accordance with Section 15.11 of this Agreement detailing any of the foregoing; (g) (i) the Foreign Obligor Forbearance Agreement shall be terminated prior to the Plan Effective Date, (ii) the forbearance obligations in Section 2 of the Credit Agreement Forbearance and Consent shall cease to be in full force and effect prior to the Petition Date, or (iii) the Senior Noteholder Forbearance Agreement shall cease to be in full force and effect prior to the Petition Date; (h) after the RSA Holdings Condition is satisfied, the Consenting Creditors at any time cease to include Consenting Noteholders that collectively beneficially own or control at least two-thirds (2/3) of the then-outstanding combined aggregate principal amount of the Senior Notes Claims, which remains uncured for five (5) Business Days after the Company provides written notice of intention to terminate under this Section 11.02(h); (i) after the RSA Holdings Condition is satisfied, the Consenting Creditors at any time cease to include holders of at least two-thirds (2/3) of the then-outstanding combined aggregate principal amount (or, with respect to any Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date, or, following the Petition Date, the amount of such event; provided that Claim) of the Caesars Parties 2018 Credit Facility Claims, which remains uncured for five (5) Business Days after the Company provides written notice of intention to terminate under this Section 11.02(i); (j) either of the RSA Holdings Condition or the I Squared Infrastructure Sale Closing Condition shall not have otherwise complied with their obligations under been satisfied; (k) the Credit Agreement Amendment and the CAM Amendment contained in the Credit Agreement Forbearance and Consent shall not be operative by the deadline for satisfying the RSA Holdings Condition set forth in Section 5(a)(i)(D11.01(a)(iii) of this Agreement (as may be extended or waived in accordance with the terms of this Agreement); (cl) the exercise by Plan Effective Date shall not have occurred prior to the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereofOutside Date; (dm) any Party other than the Company and its Affiliates files any motion or pleading with I Squared Infrastructure Sale Agreement is terminated prior to Completion (as defined in the I Squared Infrastructure Sale Agreement); (n) the entry of an order by the Bankruptcy Court (i) dismissing any of the Chapter 11 Cases, (ii) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases; (o) the Bankruptcy Court grants relief that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, the Restructuring Term Sheet, or CEC and/or any of its Affiliates the Plan (other than the Company) obtains relief in each case, with respect to any motion or pleading such amendments and modifications as have been effected in accordance with the Bankruptcy Court terms hereof); (p) the termination of the Debtors’ use of cash collateral under the Cash Collateral Orders, or any modification of the Cash Collateral Orders that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyRequired Consenting Creditors; or (gq) the Effective Date any court of competent jurisdiction has not occurred by the Outside Dateentered a final, non-appealable judgment or order declaring this Agreement to be unenforceable.

Company Termination Events. This Agreement The Company may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of terminate this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) a failure by any Consenting Creditor to timely vote all its Participating Claims (as defined herein) in accordance with Section 2(a)(iii) hereof; provided that the foregoing shall not apply if Consenting Creditors holding in excess of 67.0% of all First Lien Claims have submitted ballots to accept the Plan (and not withdrawn such ballots) in accordance with Section 2(a)(iii) hereof; (b) without limiting Section 11(a) hereof, the breach by any Restructuring Support Party one or more Consenting Creditors of any of the material obligations, representations, warranties, or covenants of such Restructuring Support Party Consenting Creditors set forth in this Agreement in any respect that materially Agreement, and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five after three (53) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company Requisite Consenting Creditors of written notice of such breachfrom the Company; provided that, with respect to a breach by one or more Consenting Creditors, that the foregoing shall not apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote hold in favor excess of the Plan do not then hold at least 2/3 plus one dollar 67.0% of all First Xxxx Xxxx Debt (measured by notional value), or (z) Lien Claims as of such breach would otherwise have a material adverse effect on the Restructuringdate; (bc) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdictionjurisdiction (including, without limitation, an order of the Bankruptcy Court which has not been stayed), of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), and in each case which action remains uncured for a period of five after three (53) consecutive Business Days after the receipt by the Company and the Requisite Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting from the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) a Consenting Creditor or any Party other than the Company and of its Affiliates affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent in all material respects with this Agreement and such motion or pleading has not been withdrawn or corrected within seven two (72) Business Days of such Party each of the Consenting Creditor’s and/or the applicable filing party’s receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement; provided that the foregoing shall not apply if non-breaching Consenting Creditors hold in excess of 67.0% of all First Lien Claims as of such date; (e) a Consenting Creditor files, publicly proposes or CEC and/or otherwise supports any of its Affiliates (i) Alternative Proposal (other than a Payout Event Proposal), or (ii) amendment or modification to the CompanyRestructuring containing any terms that are inconsistent with this Agreement and such filing, proposal or support has not been withdrawn within two (2) obtains relief with respect to any motion Business Days of the Consenting Creditor receiving written notice from the Company that such filing, proposal or pleading with support violates this Agreement; provided that the foregoing shall not apply if non-breaching Consenting Creditors hold in excess of 67.0% of all First Lien Claims as of such date; (f) the Bankruptcy Court grants relief that is inconsistent in any respect with this Agreement and such inconsistent relief is not substantially dismissed, vacated or modified to be consistent with this Agreement within five (5) Business Days of the Consenting Creditors’ receiving written notice from the Company that such relief is inconsistent with this Agreement; (eg) if at least 2/3 the occurrence of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencyMaterial Adverse Change; or (gh) if the Effective Date has not occurred by the Outside Dateboard of directors of any Debtor at any time determines in good faith that continued performance under this Agreement would be inconsistent with its fiduciary duties.

Company Termination Events. ‌ (a) This Agreement may be terminated by the delivery to the other Parties Backstoppers of a written notice, delivered notice in accordance with Section 26 15(l) by the Company, in the exercise of this Agreementits sole discretion, by (i) the Company upon the occurrence and, if applicable, continuation of any of the following events events:‌ (each i) the Support Agreement has been terminated for any reason; (ii) if any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, which operates to prevent or restrict the lawful distribution of the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares; and (iii) if there are one or more Defaulting Backstoppers, Objecting Backstoppers or Breaching/Non-Delivering Backstoppers, and the Backstop Shortfall remaining after any assumption of all or a part of the Backstop Commitment(s) of the Defaulting Backstopper(s), Objecting Backstopper(s) or Breaching/Non-Delivering Backstopper(s) in accordance with Section 2(d), Section 8(c) or Section 10(b), as applicable, is material. (b) This Agreement may be terminated as to a breaching Backstopper only (a “Company Termination Event,” and Breaching Backstopper”) or, in the case of Section 10(b)(iii), as to any such Backstopper (a “Non-Delivering Backstopper”, together with the Creditor Termination Eventsa Breaching Backstopper, the “Termination EventsBreaching/Non-Delivering Backstoppers”), by delivery to such Breaching Backstopper or Non-Delivering Backstopper of a written notice in accordance with Section 15(l) by the Company, in the exercise of its sole discretion and (ii) CEC provided that the Company is not in default hereunder, upon the occurrence of a Company Termination Event listed in Section 10(e): (a) the breach by any Restructuring Support Party and continuation of any of the obligations, representations, warrantiesfollowing events:‌ (i) failure by the breaching Backstopper to comply in all material respects with, or covenants of such Restructuring Support Party default by the breaching Backstopper in the performance or observance of, any material term, condition, covenant or agreement set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of is not cured within five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one failure or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuringdefault; (bii) if any representation, warranty or other statement of the issuancebreaching Backstopper made or deemed to be made in this Agreement shall prove untrue in any material respect as of the date when made except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Support Agreement; provided, promulgationhowever, or enactment by that if any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, such breach of any statutesuch representation or warranty is susceptible to cure, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of Backstopper shall have five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice (which notice includes a summary description of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(Dbreach) of this Agreement; (c) the exercise by from the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant intention to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with terminate this Agreement and if such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of breach continues in which to cure such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistencybreach; or (giii) the Effective Date Backstopper (who is not otherwise an Objecting Backstopper) has not occurred delivered an executed Rep Letter to the Issuer by the Outside DateElection Deadline or a representation or warranty made in such Rep Letter becomes untrue.‌ In the event of such termination, any other Backstopper or Backstoppers or other third party acceptable to the non-Breaching/Non-Delivering Backstoppers and the Company, each acting reasonably, that has signed a Consent Agreement shall be entitled to assume the rights and obligations of any such Breaching Backstopper or Non-Delivering Backstopper. For greater certainty, an Objecting Backstopper is not a Breaching Backstopper or Non-Delivering Backstopper.

Company Termination Events. This Agreement The Company may be terminated by delivery terminate its obligations under this RSA upon three (3) business days’ prior written notice (the “Notice Period”) delivered to the other Parties of a written notice, delivered Supporting Lenders in accordance with Section 26 of this Agreement‎9.11 hereof, by (i) the Company upon the occurrence and continuation of any of the following events (each each, a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e): (a) any of the Supporting Lenders’ breach by of or noncompliance with (or failure to satisfy) in any Restructuring Support Party of material respect any of the obligations, representations, warranties, or covenants of such Restructuring Support Party Supporting Lender(s) as set forth in this Agreement RSA (including, without limitation, in any respect Section 3.01 hereof) that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five three (53) consecutive Business Days business days after the receipt by delivery to such breaching Restructuring Support Party from the Company Supporting Lender of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, from the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of Company during the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the RestructuringNotice Period; (b) the issuanceCompany’s board of directors determines pursuant to Section 3.02(d) hereof that continued performance under the RSA would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, promulgationthat upon a termination of the RSA pursuant to this provision, all obligations of each Supporting Lender hereunder shall immediately terminate without further action or enactment notice by such Supporting Lender; provided further, that to the extent any of the Supporting Lenders seeks an expedited hearing to determine if the Company has validly exercised this clause, the Company consents to such expedited hearing but all parties reserve all rights with respect to the underlying relief; or (c) the issuance by any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement RSA or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated in a way that cannot reasonably be remedied by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading has not been withdrawn or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.

Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon Upon the occurrence of any of the following events (each each, a “Company Termination Event,” and together with the Consenting Creditor Termination Events, each, an “Agreement Termination Event”), this Agreement may be terminated by the “Termination Events”) and (ii) CEC upon the occurrence delivery of a Company Termination Event listed written notice in accordance with Section 10(e):9.14 hereof from the Companies to counsel to each of the Consenting Creditors and the Consenting Shareholders: (a) the breach by Exchange shall not have occurred within sixty (60) days from the Effective Date; (b) the Restructuring shall not have been substantially consummated, including, for the avoidance of doubt, the occurrence of the Change of Control contemplated under the Term Sheet, before one (1) year after the date of the Exchange; (c) any Restructuring Support Party of shall have breached any of the obligationsits undertakings, representations, warranties, warranties or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially Agreement, and adversely affects the Company’s interests in connection with the Restructuring, which such breach remains uncured for a period of (x) shall not have been cured within five (5) consecutive Business Days business days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect from the Companies to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, Party and (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have has a material adverse effect on the Restructuringability of the Parties to consummate the Restructuring in accordance with this Agreement; (bd) the issuanceboard of directors of Parent shall have determined in good faith, promulgationafter consultation with legal counsel, or enactment by that the taking of any action under this Agreement would be inconsistent with its applicable fiduciary obligations; (e) any governmental entityauthority, including any regulatory or licensing authority or court of competent jurisdictionjurisdiction shall have issued a ruling, of any statute, regulation, ruling judgment or order either (i) declaring this Agreement or any material portion hereof to be unenforceable or and/or (ii) enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement; (c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof; (d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement and such motion ruling, judgment or pleading has order shall not have been withdrawn dismissed or corrected vacated or modified within seven twenty (720) Business Days of business days after such Party receiving written notice from the Company that such motion or pleading is materially inconsistent with this Agreement, or CEC and/or any of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date;entry; or (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with Requisite Consenting Shareholders shall have terminated their obligations under the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for following a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside DateConsenting Shareholder Termination Event.

Company Termination Events. This Any Company Party may terminate this Agreement may be terminated as to all Parties by the delivery to the other Parties Company Counsel and each Co-Op Group Counsel of a written notice, delivered notice in accordance with Section 26 12.11 of this Agreement, by (i) the Company Agreement upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):events: (a) if any Consenting Creditor or the Consenting Creditors, collectively breach by in any Restructuring Support Party of material respect, any of the its obligations, representations, warranties, warranties or covenants of such Restructuring Support Party set forth in this Agreement and such breach (i) results in any respect that materially the non-breaching Consenting Creditors party to this Agreement no longer constituting Required Consenting DNC 2025 Noteholders and/or Required Consenting DNC 2026 Noteholders, and adversely affects (ii) to the Company’s interests in connection with the Restructuringextent curable, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company (or DNC 2025 Co-Op Group Counsel or DNC 2026 Co-Op Group Counsel, as applicable) of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring; (b) the issuance, promulgation, or enactment if there is an issuance by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, Governmental Regulatory Authority of any statuteinjunction, regulationjudgment, decree, charge, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the preventing consummation of a material portion of the Restructuring (including with respect to Transactions on the regulatory approvals or tax treatment contemplated by the Restructuring)terms set forth in this Agreement, which action remains uncured for a period is not reversed or stayed within five Business Days; provided, however, that this termination right may not be exercised by any Party that sought or requested, or affirmatively supported in writing such Party in seeking or requesting, such ruling, judgment or order in contravention of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of any obligation set out in this Agreement; (c) if the exercise by Required Consenting DNC 2025 Noteholders terminate this Agreement with respect to all the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”)Consenting DNC 2025 Noteholders, but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof;9.1, or the Required Consenting DNC 2026 Noteholders terminate this Agreement with respect to all the Consenting DNC 2026 Noteholders, pursuant to Section 9.2; or (d) any Party other than the Company and its Affiliates files any motion or pleading with occurrence of the Bankruptcy Court that is not substantially consistent with this Agreement and such motion or pleading Outside Date, which has not been withdrawn waived or corrected within seven (7) Business Days of such Party receiving written notice from the Company that such motion or pleading is materially inconsistent extended in a manner consistent with this Agreement, unless such occurrence is the result of any act, omission, or CEC and/or delay on the part of any Company Party in violation of its Affiliates (other than the Company) obtains relief with respect to any motion or pleading with the Bankruptcy Court that is not substantially consistent with obligations under this Agreement; (e) if at least 2/3 of First Xxxx Xxxx Debt (measured by notional value) plus one dollar is not beneficially owned or controlled, with power to vote in favor of the Plan, by Consenting Creditors as of the Petition Date; (f) if any of the Definitive Documentation (including any amendment or modification thereof) is filed with the Bankruptcy Court or otherwise finalized, or has become effective, shall contain terms and conditions that are not substantially consistent with this Agreement or shall otherwise not be on terms reasonably acceptable to the Company, and such material inconsistency remains uncured for a period of five (5) consecutive Business Days after the receipt by the Restructuring Support Parties of written notice of such material inconsistency; or (g) the Effective Date has not occurred by the Outside Date.