Common use of Consenting Lender Termination Events Clause in Contracts

Consenting Lender Termination Events. The Requisite Consenting Lenders may terminate this Agreement, and such termination shall be effective immediately upon written notice (a “Consenting Lender Termination Notice”) being delivered by the Requisite Consenting Lenders (or their counsel) to the Debtors in accordance with Section 21 hereof, at any time after the occurrence, and during the continuation, of any of the following events (each, a “Consenting Lender Termination Event”), unless waived in writing by the Requisite Consenting Lenders: (i) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Debtor of any of its covenants, undertakings, obligations, representations or warranties contained in this Agreement, and, to the extent such breach is curable, such breach remains uncured for a period of five (5) Business Days (it being understood and agreed that the failure by the Debtors to comply with any of the Milestones set forth in Section 4(a)(vi) by the deadlines set forth therein shall not be subject to cure); (ii) any Debtor obtains debtor-in-possession financing other than the DIP Facility or incurs any Encumbrance, other than as expressly contemplated by the DIP Facility, this Agreement or the Plan; (iii) the occurrence of (A) an “Event of Default” under the DIP Credit Agreement or the occurrence of a termination event (or similar event) under either of the DIP Orders or (B) an acceleration of the obligations or termination of commitments under the DIP Credit Agreement; (iv) the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring, unless such ruling, judgment or order has been stayed, reversed or vacated within five (5) Business Days after the date of such issuance; (v) the Debtors, after receipt of an Election Notice (as defined below), fail to pursue consummation of the Elected Transaction (as defined below) or pursue consummation of a transaction other than the Elected Transaction; (vi) the occurrence of a Material Adverse Effect; (vii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to assets of any of the Debtors to the extent such assets have a fair market value in excess of $250,000 in the aggregate; (viii) the Bankruptcy Court grants relief that (A) is materially inconsistent with this Agreement or (B) would prevent the consummation of the Restructuring; (ix) after entry by the Bankruptcy Court of either DIP Order, any Bidding Procedures Order, the Disclosure Statement Order, or the Confirmation Order, any such order is reversed, stayed, dismissed, vacated, modified or amended (or a motion to reconsider any such orders is granted) without the written consent of the Requisite Consenting Lenders; (x) the Bankruptcy Court enters an order modifying or terminating any Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (xi) the Bankruptcy Court enters an order authorizing or directing the assumption, assumption and assignment, or rejection of an executory contract (including any employment agreement, severance agreement or other employee benefit plan) or unexpired lease, other than any assumption or rejection that (A) is approved in advance by the Requisite Consenting Lenders or (B) in the event the Elected Transaction is a Sale Transaction, is expressly contemplated in connection with a Sale Transaction; (xii) any Debtor (A) withdraws the Plan, (B) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to withdraw the Plan or not support the Plan, (C) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to support or pursue an Alternative Transaction or not support the Restructuring, (D) moves to voluntarily dismiss any of the Chapter 11 Cases, without the written consent of the Requisite Consenting Lenders, (E) moves for conversion of any of the Chapter 11 Cases to cases under chapter 7 under the Bankruptcy Code, without the written consent of the Requisite Consenting Lenders, (F) moves for court authority to sell any material asset or assets without the written consent of the Requisite Consenting Lenders, or (G) moves for the appointment of an examiner with expanded powers or a chapter 11 trustee;

Consenting Lender Termination Events. The Notwithstanding any other provision of this Agreement, the Requisite Consenting Lenders may terminate this AgreementAgreement with respect to the Consenting Lenders, and such termination shall be effective immediately any Consenting Lender may terminate this Agreement as to itself only, in each case upon three (3) days’ prior written notice (a “Consenting Lender Termination Notice”) being delivered by the Requisite Consenting Lenders (or their counsel) to the Debtors all parties in accordance with Section 21 11.12 hereof, at any time after if (a) the occurrence, and during the continuation, of any treatment of the Secured Credit Facility Claims in an Approved Plan adversely deviates, or is adversely modified or adversely amended, in any manner from that specified for Secured Credit Facility Claims in the Term Sheet, (b) either the Debtors, Honeywell, the Plan Sponsors, or the Requisite Additional Investors file or support a pleading seeking approval of an Alternative Transaction that proposes treatment of the Secured Credit Facility Claims that adversely deviates, in any manner, from the treatment specified for the Secured Credit Facility Claims in the Term Sheet, or (c) an Approved Plan providing for the treatment of the Secured Credit Facility Claims specified in the Term Sheet has not been filed within two (2) business days following events (eachthe Agreement Effective Date. Additionally, a “any Consenting Lender Termination Event”), unless waived may terminate this Agreement as to itself only upon three (3) days’ prior written notice to all parties in writing by accordance with Section 11.12 hereof in the Requisite Consenting Lenders: (i) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Debtor of any of its covenants, undertakings, obligations, representations or warranties contained in this Agreement, and, to the extent such breach is curable, such breach remains uncured for a period of five (5) Business Days (it being understood and agreed event that the failure by the Debtors to comply with any of the Milestones set forth in Section 4(a)(vi) by the deadlines set forth therein shall not be subject to cure); (ii) any Debtor obtains debtor-in-possession financing other than the DIP Facility or incurs any Encumbrance, other than as expressly contemplated by the DIP Facility, this Agreement or the Plan; (iii) the occurrence Term Sheet is amended, supplemented or modified without such Consenting Lender’s consent in such a way as to alter any of (A) an “Event of Default” under the DIP Credit this Agreement or the occurrence of Term Sheet’s material terms in a termination event (or similar event) under either of the DIP Orders or (B) an acceleration of the obligations or termination of commitments under the DIP Credit Agreement; (iv) the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring, unless manner that is disproportionately adverse to such ruling, judgment or order has been stayed, reversed or vacated within five (5) Business Days after the date of such issuance; (v) the Debtors, after receipt of an Election Notice (Consenting Lender as defined below), fail compared to pursue consummation of the Elected Transaction (as defined below) or pursue consummation of a transaction other than the Elected Transaction; (vi) the occurrence of a Material Adverse Effect; (vii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to assets of any of the Debtors to the extent such assets have a fair market value in excess of $250,000 in the aggregate; (viii) the Bankruptcy Court grants relief that (A) is materially inconsistent with this Agreement or (B) would prevent the consummation of the Restructuring; (ix) after entry by the Bankruptcy Court of either DIP Order, any Bidding Procedures Order, the Disclosure Statement Order, or the Confirmation Order, any such order is reversed, stayed, dismissed, vacated, modified or amended (or a motion to reconsider any such orders is granted) without the written consent of the Requisite similarly situated Consenting Lenders; (x) the Bankruptcy Court enters an order modifying or terminating any Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (xi) the Bankruptcy Court enters an order authorizing or directing the assumption, assumption and assignment, or rejection of an executory contract (including any employment agreement, severance agreement or other employee benefit plan) or unexpired lease, other than any assumption or rejection that (A) is approved in advance by the Requisite Consenting Lenders or (B) in the event the Elected Transaction is a Sale Transaction, is expressly contemplated in connection with a Sale Transaction; (xii) any Debtor (A) withdraws the Plan, (B) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to withdraw the Plan or not support the Plan, (C) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to support or pursue an Alternative Transaction or not support the Restructuring, (D) moves to voluntarily dismiss any of the Chapter 11 Cases, without the written consent of the Requisite Consenting Lenders, (E) moves for conversion of any of the Chapter 11 Cases to cases under chapter 7 under the Bankruptcy Code, without the written consent of the Requisite Consenting Lenders, (F) moves for court authority to sell any material asset or assets without the written consent of the Requisite Consenting Lenders, or (G) moves for the appointment of an examiner with expanded powers or a chapter 11 trustee;.

Consenting Lender Termination Events. The Requisite This Agreement may be terminated with respect to: (i) the Consenting Debenture Holders by the Required Consenting Debenture Holders, (ii) the Consenting Term Loan Lenders may terminate this Agreementby the Required Consenting Term Loan Lenders, (iii) the Consenting Revolving Lenders by the Required Consenting Revolving Lenders, and (iv) any Required Party if this Agreement is terminated pursuant to clauses ‎(i), ‎(j), or ‎(k) below (each in such termination shall be effective immediately upon capacity, the “Terminating Party”) by the delivery to the other Parties or counsel to the other Parties, as applicable, of a written notice (a “Consenting Lender Termination Notice”) being delivered by the Requisite Consenting Lenders (or their counsel) to the Debtors in accordance with Section 21 hereof, at any time after ‎15.11 upon the occurrence, and during the continuation, of any occurrence of the following events (each, a “Consenting Lender Termination Event”), unless waived provided that no notice shall be required in writing by the Requisite Consenting Lenders:case of clause ‎(d) below): (ia) the breach Company or any Consenting Stakeholder (other than the Terminating Party) breaches in any material respect (without giving effect to any “materiality” qualifiers of the representations, warranties, or covenants of such Party set forth therein) by any Debtor of any of its covenants, undertakings, obligations, representations or warranties contained in this Agreement, andAgreement and such breach, to the extent such breach is curable, such breach remains uncured for a period of five (5) Business Days after the Terminating Party transmits a written notice in accordance with Section ‎15.11 detailing any such breach; (it being understood and agreed that b) this Agreement, the failure by Transaction Term Sheet, or any Definitive Document is amended, waived or modified in any manner materially inconsistent in any material respect with the Debtors to comply with any terms of this Agreement (including the Milestones set forth in Section 4(a)(vi) by the deadlines set forth therein shall not be subject to cureTransaction Term Sheet); (ii) any Debtor obtains debtor-in-possession financing other than the DIP Facility or incurs any Encumbrance, other than as expressly contemplated by the DIP Facility, this Agreement or the Plan; (iii) the occurrence of (A) an “Event of Default” under the DIP Credit Agreement or the occurrence of a termination event (or similar event) under either of the DIP Orders or (B) an acceleration of the obligations or termination of commitments under the DIP Credit Agreement; (ivc) the issuance by any Governmental Entity, including any regulatory authority (including any antitrust authority) or court of competent jurisdiction, of any rulingfinal, judgment non-appealable ruling or order making illegalthat (i) would reasonably be expected to prevent the consummation of a material portion of the Transactions and (ii) remains in effect for fifteen (15) Business Days after the Terminating Party transmits a written notice in accordance with Section ‎15.11 detailing any such issuance; provided, enjoiningthat, this termination right may not be exercised by any Terminating Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement; (d) the commencement of (i) a voluntary case or filing of any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief in respect of the Company, or its debts, or of a substantial part of its assets, under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, or (ii) an involuntary case against the Company or the filing of an involuntary petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief in respect of the Company, or its debts, or of a substantial part of its assets, under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof or if any court order grants the relief sought in such involuntary proceeding); provided, that, this termination right may not be exercised by any Terminating Party that commenced or filed such case or proceeding in contravention of any obligation set out in this Agreement; (e) upon delivery of notice by the Company pursuant to Section ‎7.01 hereof; (f) upon delivery of notice by the Company in accordance with Section ‎12.02 hereof; (g) upon the occurrence of any court of competent jurisdiction or other competent governmental or regulatory authority issuing a ruling or an order making illegal or otherwise restricting, preventing or prohibiting the consummation of the Restructuring, unless such ruling, judgment or order has been stayed, reversed or vacated within five (5) Business Days after Transactions in a material way that cannot be reasonably remedied by the date of such issuanceCompany; (vh) upon the Debtorsfailure to meet any of the Milestones which has not been waived, after receipt modified, or extended pursuant to ‎Section 4; (i) solely with respect to the Consenting Term Loan Lenders, (i) an Event of an Election Notice Default (as defined below)in the Credit Agreement) has occurred and is continuing, fail (ii) the Required Consenting Debenture Holders have terminated this Agreement as to pursue consummation the Consenting Debenture Holders, or (iii) Carlyle has terminated this Agreement as to Carlyle; (j) solely with respect to the Consenting Revolving Lenders, (i) an Event of the Elected Transaction Default (as defined belowin the Credit Agreement) has occurred and is continuing, (ii) the Required Consenting Debenture Holders have terminated this Agreement as to the Consenting Debenture Holders, or pursue consummation of a transaction other than the Elected Transaction;(iii) Carlyle has terminated this Agreement as to Carlyle; or (vik) solely with respect to the Consenting Debenture Holders, (i) an Event of Default (as defined in the Debentures Purchase Agreement) has occurred and is continuing, (ii) the occurrence of a Material Adverse Effect; (vii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (Required Consenting Term Loan Lenders have terminated this Agreement as set forth in section 362 of the Bankruptcy Code) with regard to assets of any of the Debtors to the extent such assets have a fair market value in excess of $250,000 in the aggregate; (viii) the Bankruptcy Court grants relief that (A) is materially inconsistent with this Agreement or (B) would prevent the consummation of the Restructuring; (ix) after entry by the Bankruptcy Court of either DIP Order, any Bidding Procedures Order, the Disclosure Statement Order, or the Confirmation Order, any such order is reversed, stayed, dismissed, vacated, modified or amended (or a motion to reconsider any such orders is granted) without the written consent of the Requisite Consenting Lenders; (x) the Bankruptcy Court enters an order modifying or terminating any Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (xi) the Bankruptcy Court enters an order authorizing or directing the assumption, assumption and assignment, or rejection of an executory contract (including any employment agreement, severance agreement or other employee benefit plan) or unexpired lease, other than any assumption or rejection that (A) is approved in advance by the Requisite Consenting Lenders or (B) in the event the Elected Transaction is a Sale Transaction, is expressly contemplated in connection with a Sale Transaction; (xii) any Debtor (A) withdraws the Plan, (B) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to withdraw the Plan or not support the Plan, (C) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to support or pursue an Alternative Transaction or not support the Restructuring, (D) moves to voluntarily dismiss any of the Chapter 11 Cases, without the written consent of the Requisite Consenting Term Loan Lenders, (Eiii) moves for conversion of any of the Chapter 11 Cases Required Consenting Revolving Lenders have terminated this Agreement as to cases under chapter 7 under the Bankruptcy Code, without the written consent of the Requisite Consenting Lenders, (F) moves for court authority to sell any material asset or assets without the written consent of the Requisite Consenting Revolving Lenders, or (Giv) moves for the appointment of an examiner with expanded powers or a chapter 11 trustee;Xxxxxxx has terminated this Agreement as to Carlyle.

Consenting Lender Termination Events. The Requisite This Agreement may be terminated with respect to all Parties (unless otherwise set forth in this Section 13.01) by the Required Consenting Lenders may terminate this AgreementLenders, by the delivery to counsel to the Company Parties and such termination shall be effective immediately upon counsel to the Consenting Shareholders of a written notice (a “Consenting Lender Termination Notice”) being delivered by the Requisite Consenting Lenders (or their counsel) to the Debtors in accordance with Section 21 hereof, at any time after 15.10 upon the occurrence, and during the continuation, of any occurrence of the following events (each, a “Consenting Lender Termination Event”), unless waived in writing by the Requisite Consenting Lendersevents: (ia) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Debtor a Company Party or the Consenting Shareholders of any of its covenantsthe representations, undertakingswarranties, obligations, representations or warranties contained covenants of such Parties set forth in this Agreement, and, to the extent such breach is curable, such breach Agreement that remains uncured for a period of five (5) Business Days after such terminating Consenting Lenders transmit a written notice in accordance with Section 15.10 detailing any such breach; (it being understood and agreed that the failure by the Debtors to comply with any of b) the Milestones set forth in Section 4(a)(vi) by the deadlines set forth therein shall 4 have not be subject to cure)been achieved, extended or waived; (ii) any Debtor obtains debtor-in-possession financing other than the DIP Facility or incurs any Encumbrance, other than as expressly contemplated by the DIP Facility, this Agreement or the Plan; (iii) the occurrence of (A) an “Event of Default” under the DIP Credit Agreement or the occurrence of a termination event (or similar event) under either of the DIP Orders or (B) an acceleration of the obligations or termination of commitments under the DIP Credit Agreement; (ivc) the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any rulingfinal, judgment non-appealable ruling or order making illegal, enjoining, or otherwise preventing or prohibiting that (i) enjoins the consummation of a material portion of the RestructuringRestructuring Transactions and (ii) remains in effect for thirty (30) Business Days after such terminating Consenting Lenders transmit a written notice in accordance with Section 15.10 detailing any such issuance; provided, unless that this termination right may not be exercised by any Consenting Lender that sought or requested such ruling, judgment ruling or order in contravention of any obligation set out in this Agreement; (d) any Company Party (i) publicly announces, or communicates in writing to any other Party, its intention not to support or pursue the Restructuring Transactions, (ii) provides notice to the Consenting Stakeholders that it is exercising its rights pursuant to Section 9.01, (iii) obtains debtor-in-possession financing other than pursuant to the DIP Facility, or (iv) publicly announces, or communicates in writing to any other Party, that it intends to enter into, or has been stayedentered into, reversed definitive documentation with respect to, an Alternative Restructuring; (e) (i) any of the Company Parties filed any agreement, instrument, pleading, order, form, or vacated within other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Plan, and/or the Restructuring Transactions that, in any such case, is not consistent in all material respects with this Agreement or otherwise reasonably acceptable to the Required Consenting Stakeholders, subject to the Consenting Shareholders’ In-Court Consent Right, or (ii) the waiver, amendment, or modification of any of the Definitive Documents, or the filing by any Company Party, of a pleading seeking to waive, amend or modify any term or condition of any of the Definitive Documents, which waiver, amendment, modification, or filing contains any provision that is not consistent in all material respects with this Agreement or otherwise reasonably acceptable to the Required Consenting Stakeholders, subject to the Consenting Shareholders’ In-Court Consent Right, in each case, which remains uncured for five (5) Business Days after the date of such issuanceterminating Consenting Lenders transmit a written notice in accordance with Section 15.10; (vf) the Debtors, after receipt Bankruptcy Court enters an order denying confirmation of the Plan; (g) the occurrence of (i) an Election Notice “Event of Default” under any of the Term Loan Agreement (other than (A) the Forbearance Defaults (as defined belowin the Term Loan Forbearance Agreement), fail and (B) a bankruptcy filing consistent with, and as party of, the In-Court Restructuring), DIP Facility Documents, the Interim DIP Order, or the Final DIP Order (without giving effect to pursue consummation any amendments, supplements, modifications, or waivers to the Term Loan Agreement, DIP Facility Documents, the Interim DIP Order, or the Final DIP Order made or provided after the Agreement Effective Date), or (ii) an acceleration or maturity of the Elected Transaction obligations, or termination of commitments under, the Term Loan Agreement (as defined belowprior to the Petition Date) or pursue consummation of a transaction other than DIP Facility Documents (after the Elected TransactionPetition Date); (vih) the occurrence and continuance of any “Event of Termination” under the Term Loan Forbearance Agreement and such “Event of Termination” is not cured, waived or otherwise remedied within two (2) Business Days after the occurrence thereof; (i) the occurrence of a Material Adverse Effect; (vii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to assets of any of the Debtors to the extent such assets have a fair market value in excess of $250,000 in the aggregate; (viiij) the Bankruptcy Court grants relief that (Ai) is materially inconsistent with this Agreement in any material respect or (Bii) would, or would prevent reasonably be expected to, frustrate the purposes of this Agreement, including by preventing the consummation of the RestructuringRestructuring Transactions; (ix) after entry by the Bankruptcy Court of either DIP Order, any Bidding Procedures Order, the Disclosure Statement Order, or the Confirmation Order, any such order is reversed, stayed, dismissed, vacated, modified or amended (or a motion to reconsider any such orders is granted) without the written consent of the Requisite Consenting Lenders; (xk) the Bankruptcy Court enters an order modifying or terminating any Debtor’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (xil) the Bankruptcy Court enters an order authorizing or directing the assumption, assumption and assignment, or rejection of an executory contract (including any employment agreement, severance agreement or other employee benefit plan) or unexpired lease, other than any assumption or rejection that (Ai) is approved in advance by the Requisite Required Consenting Lenders or (Bii) in the event the Elected Transaction is a Sale Transaction, is expressly contemplated in connection with a Sale Transaction; by the Plan; (xiim) any Debtor (Ai) withdraws the Plan, (Bii) publicly announces, or announces in writing to any of the Restructuring Support Parties or other holders of Claims and InterestsParty, its intention to withdraw the Plan or not support the Plan, (C) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to support or pursue an Alternative Transaction or not support the Restructuring, (Diii) moves to voluntarily dismiss any of the Chapter 11 Cases, without the written consent of the Requisite Consenting Lenders, or (E) moves for conversion of any of the Chapter 11 Cases to cases under chapter 7 under the Bankruptcy Code, without the written consent of the Requisite Consenting Lenders, (Fiv) moves for court authority to sell any material asset or assets without the written consent of the Requisite Required Consenting Lenders; (n) the Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing, or limiting, as applicable, any of the Term Loan Claims or any of the encumbrances that secure (Gor purport to secure) moves for the appointment Term Loan Claims; (o) the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the other Required Parties, not to be unreasonably withheld), (i) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a chapter trustee in one or more of the Chapter 11 trusteeCases of a Company Party, or (iii) rejecting this Agreement; (p) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any material asset that, to the extent such relief was granted, would have a material adverse effect on the consummation of the Restructuring Transactions; provided, however, that any modification of the automatic stay expressly provided by either Interim DIP Order or the Final DIP Order shall not constitute a termination event; or (q) after entry by the Bankruptcy Court of the Interim DIP Order, the Final DIP Order, the Disclosure Statement Order, or the Confirmation Order, any such order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended in any material respect without the written consent of the Required Consenting Lenders; provided, however, that in the case of a breach by the Consenting Shareholders pursuant to Section 13.01(a), the Consenting Lenders may only terminate this Agreement with respect to the Consenting Shareholders (and the Out-of-Court Restructuring), and the Agreement would otherwise survive with respect to the Company Parties and Consenting Lenders (and the In-Court Restructuring).

Consenting Lender Termination Events. The Requisite Consenting Lenders This Agreement may terminate this Agreement, and such termination shall be effective immediately upon written notice (a “Consenting Lender Termination Notice”) being delivered terminated by the Requisite Consenting Lenders (or their counselthe Agents acting at the direction of the Consenting Lenders) by the delivery to the Debtors Company of a written notice in accordance with Section 21 19 hereof, at any time after upon the occurrence, and during the continuation, occurrence of any of the following events (each, a “Consenting Lender Termination Event”), unless waived in writing by the Requisite Consenting Lenders:): (i) the Company fails to meet any of the Milestones as set forth herein or in the Term Sheet; (ii) the breach by any Party other than the Terminating Consenting Lenders, of (A) any affirmative or negative covenant contained in this Agreement or (B) any other obligations of such breaching Party set forth in this Agreement, in each case, in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Debtor of any of its covenants, undertakings, obligations, representations or warranties contained in this Agreement), and, in either respect, to the extent such breach is curable, such would have a material adverse effect on the consummation of the Restructuring in accordance with the Term Sheet or the DIP Documents and which breach remains uncured for a period of five (5) Business Days calendar days following such breaching Party’s receipt of notice pursuant to Section 19 hereof (it being understood and agreed that the failure by the Debtors to comply with any of the Milestones set forth in Section 4(a)(vi) by the deadlines set forth therein shall not be subject to cureas applicable); (ii) any Debtor obtains debtor-in-possession financing other than the DIP Facility or incurs any Encumbrance, other than as expressly contemplated by the DIP Facility, this Agreement or the Plan; (iii) the occurrence of (A) an “Event of Default” under the DIP Credit Agreement or the occurrence of a termination event (or similar event) under either of the DIP Orders or (B) an acceleration of Equity Purchase Agreement by the obligations or termination of commitments under Consenting Lenders in accordance with the DIP Credit Agreementterms thereof; (iv) any representation or warranty in this Agreement made by the Company shall have been untrue in any material respect when made or shall have become untrue in any material respect, or the Company violates any of the covenants herein, and such breach remains uncured for a period of ten (10) calendar days following the Company’s receipt of notice pursuant to Section 19 hereof (as applicable); (v) the Company files any motion, pleading, or related document with the Bankruptcy Court in a manner that is materially inconsistent with this Agreement, the DIP Documents, the Term Sheet, or the Plan, and such motion, pleading, or related document has not been withdrawn after three (3) business days of the Company receiving written notice in accordance with Section 19 that such motion, pleading, or related document is materially inconsistent with this Agreement, the Term Sheet, or the Definitive Documents; (vi) the issuance by any Governmental Entitygovernmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment judgment, or order making illegal, enjoining, or otherwise preventing or prohibiting enjoining the consummation of or rendering illegal the RestructuringPlan or the Restructuring or any material portion thereof, unless and either (A) such ruling, judgment judgment, or order has been stayedissued at the request of or with the acquiescence of the Company, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within five thirty (530) Business Days calendar days after the date of such issuance; (v) the Debtors, after receipt of an Election Notice (as defined below), fail to pursue consummation of the Elected Transaction (as defined below) or pursue consummation of a transaction other than the Elected Transaction; (vi) the occurrence of a Material Adverse Effect; (vii) the Bankruptcy Court grants relief terminating(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, annulling, or modifying (B) converting any of the automatic stay (as set forth in section 362 Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) with regard to assets of dismissing any of the Debtors to Chapter 11 Cases, or (D) the extent such assets have a fair market value effect of which would render the Plan incapable of consummation on the terms set forth in excess of $250,000 in this Agreement or the aggregateTerm Sheet; (viii) the Bankruptcy Court grants relief that (A) is materially inconsistent Company’s consensual use of cash collateral has been terminated in accordance with this Agreement or (B) would prevent the consummation terms of the RestructuringDIP Orders; (ix) after entry by the Bankruptcy Court occurrence of either any Event of Default under (and as defined in) the DIP Order, any Bidding Procedures Order, the Disclosure Statement Order, or the Confirmation Order, any such order is reversed, stayed, dismissed, vacated, modified or amended (or a motion to reconsider any such orders is granted) without the written consent of the Requisite Consenting LendersDocuments; (x) the Company (A) files or supports another party in filing a motion or pleading challenging the amount, validity, or priority of any Lender Claims or (B) files or supports (or fails to timely object to) another party in filing any plan of reorganization, liquidation, or sale of all or substantially all of the Company’s assets, other than the Restructuring contemplated herein; (xi) the Company (A) withdraws the Plan, (B) publicly announces or otherwise informs any of the Consenting Lenders of its intention not to support the Plan or the Restructuring, (C) files a motion with the Bankruptcy Court seeking the approval of an Alternative Transaction, or (D) agrees to pursue (including, for the avoidance of doubt, as may be evidenced by entry into a term sheet, letter of intent, or similar document) or publicly announces its intent to pursue an Alternative Transaction; (xii) if the Definitive Documents and any amendments, modifications, deletions, or supplements thereto do not comply with Section 3 or Section 10 of this Agreement, as applicable; provided that such Definitive Documents or amendments, modifications, deletions, or supplements thereto were not modified to be consistent with Section 3 or Section 10, as applicable, or withdrawn within five (5) business days following such breaching Party’s receipt of notice pursuant to Section 19 hereof; (xiii) the Bankruptcy Court enters an order modifying or terminating any Debtorthe Company’s exclusive right to file and/or solicit acceptances of a plan of reorganizationreorganization (including the Plan); (xixiv) the Bankruptcy Court enters Company has determined to exercise its rights under Section 6(c)(iii) of this Agreement; or (xv) the Company files a motion seeking entry of an order authorizing or directing the assumptionapproving any key employee incentive plan, assumption and assignmentemployee retention plan, or rejection of an executory contract (including any employment agreementcomparable plan, severance agreement or other employee benefit plan) or unexpired lease, other than any assumption or rejection that (A) is approved except as provided in advance by the Requisite Consenting Lenders or (B) in the event the Elected Transaction is a Sale Transaction, is expressly contemplated in connection with a Sale Transaction; (xii) any Debtor (A) withdraws the Plan, (B) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to withdraw the Plan or not support the Plan, (C) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to support or pursue an Alternative Transaction or not support the Restructuring, (D) moves to voluntarily dismiss any of the Chapter 11 Cases, without the prior written consent of the Requisite Consenting Lenders, (E) moves for conversion of any of the Chapter 11 Cases to cases under chapter 7 under the Bankruptcy Code, without the written consent of the Requisite Consenting Lenders, (F) moves for court authority to sell any material asset or assets without the written consent of the Requisite Consenting Lenders, or (G) moves for the appointment of an examiner with expanded powers or a chapter 11 trustee;.

Consenting Lender Termination Events. The Requisite This Agreement may be terminated by the Required Consenting Term Lenders may terminate this Agreement, and such termination shall be effective immediately upon by the delivery to the Company Parties of a written notice (a “Consenting Lender Termination Notice”) being delivered by the Requisite Consenting Lenders (or their counsel) to the Debtors in accordance with Section 21 hereof, at any time after 16.11 hereof upon the occurrence, and during the continuation, of any occurrence of the following events events: (each, a “Consenting Lender Termination Event”), unless waived in writing by the Requisite Consenting Lenders: (ia) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by any Debtor a Company Party of any of its covenantsthe representations, undertakingswarranties, obligations, representations or warranties contained covenants of the Company Parties set forth in this Agreement, and, Agreement that (i) is adverse to the extent such breach is curable, such breach Consenting Lenders seeking termination pursuant to this provision and (ii) 28 remains uncured for a period of five (5) Business Days after such terminating Consenting Lenders transmit a written notice in accordance with Section 16.11 hereof detailing any such breach; (it being understood and agreed that b) the failure by the Debtors to comply with making publicly available, modification, amendment, or filing of any of the Milestones set forth Definitive Documents without the consent of the Required Consenting Term Lenders in Section 4(a)(viaccordance with this Agreement; (c) by any Company Party (i) withdraws the deadlines set forth therein shall not be subject to cure); Plan, (ii) any Debtor obtains debtor-in-possession financing other than publicly announces its intention not to support the DIP Facility Restructuring Transactions, or incurs any Encumbrance, other than as expressly contemplated by the DIP Facility, this Agreement or the Plan; (iii) the occurrence of files, publicly announces, executes, responds to, or supports an Alternative Restructuring Proposal or definitive agreement with respect thereto; (A) an “Event of Default” under the DIP Credit Agreement or the occurrence of a termination event (or similar event) under either of the DIP Orders or (B) an acceleration of the obligations or termination of commitments under the DIP Credit Agreement; (ivd) the issuance by any Governmental Entitygovernmental authority, including any regulatory authority or court of competent jurisdiction, of any rulingfinal, judgment non-appealable ruling or order making illegal, enjoining, or otherwise preventing or prohibiting that (i) enjoins the consummation of a material portion of the RestructuringRestructuring Transactions and (ii) remains in effect for ten (10) Business Days after such terminating Consenting Lenders transmit a written notice in accordance with Section 16.11 hereof detailing any 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 any obligation set out in this Agreement; (e) the failure to meet a Milestone, which has not been waived or extended in a manner consistent with this Agreement, unless such rulingfailure is the result of any act, judgment omission, or delay on the part of a terminating Consenting Lender in violation of its obligations under this Agreement; (f) the Company Parties fail to timely pay in full the AHG Professional’s reasonable, documented fees and expenses in accordance with Section 13 hereof; (g) any Company Party (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, except as contemplated by this Agreement, unless waived by the Required Consenting Term Lenders, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in the immediately preceding clause (i), (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official with respect to any Company Party or for a substantial part of such Company Party’s assets, (iv) makes a general assignment or arrangement for the benefit of creditors, or (v) takes any corporate action for the purpose of authorizing any of the foregoing; (h) an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by section 362 of the Bankruptcy Code authorizing any party to proceed against any material asset of the Company Parties and such order materially and adversely affects any Company Party’s ability to operate its business in the ordinary course or consummate the Restructuring Transactions; (i) upon the occurrence of a termination event in Section 12.02 of this Agreement; 29 (j) any Company Party files any motion or pleading with the Bankruptcy Court that is not consistent in all material respects with this Agreement and such motion has not been stayed, reversed or vacated withdrawn within five (5) Business Days after of receipt by the date Company Parties of written notice from the Required Consenting Term Lenders that such issuance; motion or pleading is inconsistent with this Agreement; (vk) entry of a DIP Order that is not acceptable to the Required Consenting Term Lenders; (l) the DebtorsCompany Parties file any Definitive Document that is not acceptable to the Required Consenting Term Lenders; (m) a Company Party files any motion, after receipt application, or adversary proceeding challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of an Election Notice the Company Claims/Interests or asserts any other cause of action against the Consenting Lenders or with respect or relating to such Company Claims/Interests, the First Lien Credit Agreement, any Bridge Facility Documents, or any Loan Document (as such term is defined below), fail to pursue consummation in each of the Elected Transaction (as defined belowforegoing credit agreements or documents) or pursue consummation the prepetition liens securing the Company Claims/Interests or challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of a transaction the Company Claims/Interests or asserting any other cause of action against the Consenting Lenders or with respect or relating to such Company Claims/Interests or the prepetition liens securing the Company Claims/Interests other than the Elected Transaction; a claim or cause of action arising from or related to such Consenting Lenders’ breach of this Agreement or any other Definitive Documents; (vin) the occurrence of a Material Adverse Effect; any default or event of default under the Bridge Facility Documents, First Lien Credit Documents, DIP Documents, or DIP Order, as applicable, that has not been cured or waived (viiif susceptible to cure or waiver) by the applicable percentage of lenders in accordance with the terms of the Bridge Facility Documents, DIP Documents or DIP Order, as applicable; (o) the Bankruptcy Court grants relief terminating, annulling, Company Parties lose the exclusive right to file a plan or modifying the automatic stay (as set forth in plans of reorganization or to solicit acceptances thereof pursuant to section 362 1121 of the Bankruptcy Code) with regard to assets of any of the Debtors to the extent such assets have a fair market value in excess of $250,000 in the aggregate; ; (viii) the Bankruptcy Court grants relief that (A) is materially inconsistent with this Agreement or (B) would prevent the consummation of the Restructuring; (ix) after entry by the Bankruptcy Court of either DIP Order, any Bidding Procedures Order, the Disclosure Statement Order, or the Confirmation Order, any such order is reversed, stayed, dismissed, vacated, modified or amended (or a motion to reconsider any such orders is granted) without the written consent of the Requisite Consenting Lenders; (xp) the Bankruptcy Court enters an order modifying denying confirmation of the Plan; (q) the entry of an order by the Bankruptcy Court, or terminating any Debtor’s exclusive right to file and/or solicit acceptances the filing of a plan of reorganization; (xi) the Bankruptcy Court enters motion or application by any Company Party seeking an order authorizing or directing the assumption, assumption and assignment, or rejection of an executory contract (including any employment agreement, severance agreement or other employee benefit plan) or unexpired lease, other than any assumption or rejection that (A) is approved in advance by the Requisite Consenting Lenders or (B) in the event the Elected Transaction is a Sale Transaction, is expressly contemplated in connection with a Sale Transaction; (xii) any Debtor (A) withdraws the Plan, (B) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to withdraw the Plan or not support the Plan, (C) publicly announces, or announces to any of the Restructuring Support Parties or other holders of Claims and Interests, its intention to support or pursue an Alternative Transaction or not support the Restructuring, (D) moves to voluntarily dismiss any of the Chapter 11 Cases, without the prior written consent of the Requisite Required Consenting LendersStakeholders, not to be unreasonably withheld), (Ei) moves for conversion of any converting one or more of the Chapter 11 Cases of a Company Party to cases a case under chapter 7 under of the Bankruptcy Code, without the written consent of the Requisite Consenting Lenders, (Fii) moves for court authority to sell any material asset or assets without the written consent of the Requisite Consenting Lenders, or (G) moves for the appointment of appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a chapter trustee in one or more of the Chapter 11 trustee;Cases of a Company Party, or (iii) rejecting this Agreement; or (r) the Consenting Sponsors terminate this Agreement pursuant to Section 12.03 hereof.