Common use of Consenting Lender Termination Events Clause in Contracts

Consenting Lender Termination Events. This Agreement and the obligations hereunder shall be terminated, unless waived by the Requisite Consenting Lenders, upon the occurrence of any of the following events (each, a “Consenting Lender Termination Event”): (a) at 5:00 P.M. Eastern Time on October 30, 2009 if the Petition Date has not occurred on or before such date; (b) at 5:00 P.M. Eastern Time on the 45th day after the Petition Date if the Plan containing the terms set forth in the Term Sheet has not been filed by the Company with the Bankruptcy Court on or before such date (the date of the filing of the Plan with the Bankruptcy Court being referred to herein as the “Plan Filing Date”); (c) at 5:00 P.M. Eastern Time on the 150th day after the Plan Filing Date if the Plan has not been confirmed by an order (the “Confirmation Order”) of the Bankruptcy Court on or before such date (the date of entry of the Confirmation Order by the Bankruptcy Court being referred to herein as the “Plan Confirmation Date”); (d) at 5:00 P.M. Eastern Time on the 120th day after the Plan Confirmation Date, unless on or before such date (x) the Confirmation Order shall not have been stayed, reversed, vacated or otherwise modified (unless otherwise consented to in writing by the Requisite Consenting Lenders); there shall be no appeal or petition for rehearing or certiorari pending in respect of the Confirmation Order and the time to appeal and file any such petition shall have lapsed and (y) substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Plan shall have occurred (the date on which the items in clauses (x) and (y) occur being referred to herein as the “Plan Consummation Date”); (e) the Bankruptcy Court shall have entered an order pursuant to Section 1104 of the Bankruptcy Code appointing a trustee or an examiner with expanded powers to operate and manage the Company’s business; (f) the Bankruptcy Court shall have entered an order dismissing any of the Bankruptcy Cases or an order pursuant to the Bankruptcy Code converting any of the Bankruptcy Cases to a case or cases under Chapter 7 of the Bankruptcy Code; (g) the filing by the Company of any motion or pleading with the Bankruptcy Court that is not consistent with this Agreement or the Plan, and such motion or pleading is not withdrawn within five (5) business days of notice thereof by any Consenting Lender to FairPoint (or, in the case of a motion that has already been approved by the Bankruptcy Court at the time FairPoint is provided with such notice by a Consenting Lender, such motion not is stayed, reversed or vacated within five (5) business days of such notice); (h) the Company files, proposes or otherwise supports, or fails to actively oppose any (x) plan of reorganization containing terms different than those contained in the Term Sheet or (y) amendment or modification to the Plan containing any terms that are inconsistent with the Term Sheet unless such amendment or modification is otherwise consented to in writing by the Requisite Consenting Lenders in their sole discretion; (i) on or after the date hereof, the Company engages in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than (x) the commencement of the Cases, (y) the incurrence of indebtedness in respect of debtor-in-possession financing on the terms set forth in Exhibit D hereto or (z) dispositions of assets with an aggregate fair market value not in excess of $5,000,000 for all such dispositions; (j) an extraordinary event occurs that is not contemplated in the Company’s business plan provided to the Consenting Lenders prior to the date hereof, and such event has a material adverse effect on the business, assets, financial condition or prospects of the Company; (k) the material breach by the Company of any of the undertakings, representations, warranties or covenants of the Company set forth in this Agreement and such breach shall continue unremedied by the Company for a period of five (5) business days after notice thereof has been given by a Consenting Lender to FairPoint; (l) the Bankruptcy Court grants relief that is inconsistent with this Agreement or the Plan and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement and the Plan within (5) business days after notice thereof has been given by a Consenting Lender to FairPoint; or (m) there shall occur any of the following events after the date hereof: (x) the revocation or removal of the operating license of FairPoint or any of its Subsidiaries by the PUC or the FCC in a state where the Company has material operations or conducts a material amount of business or (y) the entry of any order or the taking of any other action by the PUC or the FCC that materially impairs the ability of the Company to operate its business in the manner in which it operates on the date hereof, and in the case of each of clauses (x) and (y), such action by the PUC or the FCC is not stayed, reversed or vacated within fifteen (15) days after the occurrence thereof. The Company hereby acknowledges and agrees that the termination of this Agreement and the obligations hereunder as a result of a Consenting Lender Termination Event, and any notice provided by any Consenting Lender to FairPoint pursuant any of the provisions of this Section 5.01, will not violate the automatic stay.

Consenting Lender Termination Events. This Agreement and the obligations hereunder shall be terminated, unless waived by the Requisite Consenting Lenders, terminate automatically without any further required action or notice upon the occurrence of any of the following events (each, each a “Consenting Lender Lenders Termination Event”):) unless the occurrence of such Consenting Lenders Termination Event is waived in writing by the Requisite Consenting Lenders: (a) at 5:00 P.M. Eastern Time on October 30failure of the Debtors to (A) commence the Chapter 11 Cases and (B) file the Plan and Solicitation Materials with the Bankruptcy Court, 2009 if the Petition Date has not occurred in each case, on or before such datethe Outside Petition Date; (b) at 5:00 P.M. Eastern Time on the 45th day Bankruptcy Court’s order approving the Solicitation Materials and setting a hearing to confirm the Plan shall not have been entered by the Bankruptcy Court within 75 days after the Petition Date if the Plan containing the terms set forth in the Term Sheet has not been filed by Date; provided, further that notwithstanding this clause (b) the Company with shall use reasonable best efforts to obtain entry of such order within 45 days after the Bankruptcy Court on or before such date (the date of the filing of the Plan with the Bankruptcy Court being referred to herein as the “Plan Filing Petition Date”); (c) at 5:00 P.M. Eastern Time on the 150th day after Bankruptcy Court’s order confirming the Plan Filing Date if the Plan has not been confirmed by an order (the “Confirmation Order”) of the Bankruptcy Court on or before such date (the date of entry of the Confirmation Order shall not have been entered by the Bankruptcy Court within 60 days after the date that the Solicitation Materials are approved; it being referred understood that notwithstanding this clause (c) the Company shall use reasonable best efforts to herein as obtain entry of such order within 45 days after the “Plan Confirmation Date”)date the order approving the Solicitation Materials is entered; (d) at 5:00 P.M. Eastern Time on the 120th day after the Plan Confirmation Date, unless on or before such effective date (x) the Confirmation Order shall not have been stayed, reversed, vacated or otherwise modified (unless otherwise consented to in writing by the Requisite Consenting Lenders); there shall be no appeal or petition for rehearing or certiorari pending in respect of the Confirmation Order and the time to appeal and file any such petition shall have lapsed and (y) substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Plan shall not have occurred (on the first business day to occur 14 days after the date on which that the items in clauses (x) and (y) occur being referred to herein as the “Plan Consummation Date”)Confirmation Order is entered; (e) the Bankruptcy Court Substantial Consummation Date (as described in the Plan) shall not have entered an order pursuant to Section 1104 of the Bankruptcy Code appointing a trustee or an examiner with expanded powers to operate and manage the Company’s businessoccurred; (f) the Bankruptcy Court shall have entered an order dismissing any of the Bankruptcy Cases or an order pursuant to the Bankruptcy Code converting any of the Bankruptcy Cases to a case or cases under Chapter 7 of the Bankruptcy Code; (g) the filing by the Company of any motion or pleading with the Bankruptcy Court that is not consistent with this Agreement or the Plan, and such motion or pleading is not withdrawn within five (5) business days of notice thereof by any Consenting Lender to FairPoint (or, in the case of a motion that has already been approved by the Bankruptcy Court at the time FairPoint is provided with such notice by a Consenting Lender, such motion not is stayed, reversed or vacated within five (5) business days of such notice); (h) the Company files, proposes or otherwise supports, or fails to actively oppose any (x) plan of reorganization containing terms different than those contained in the Term Sheet or (y) amendment or modification to the Plan containing any terms that are inconsistent with the Term Sheet unless such amendment or modification is otherwise consented to in writing by the Requisite Consenting Lenders in their sole discretion; (i) on or after the date hereof, the Company engages breach in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than (x) the commencement of the Cases, (y) the incurrence of indebtedness in material respect of debtor-in-possession financing on the terms set forth in Exhibit D hereto or (z) dispositions of assets with an aggregate fair market value not in excess of $5,000,000 for all such dispositions; (j) an extraordinary event occurs that is not contemplated in the Company’s business plan provided to the Consenting Lenders prior to the date hereof, and such event has a material adverse effect on the business, assets, financial condition or prospects of the Company; (k) the material breach by the Company of any of the undertakingsobligations, representations, warranties or covenants of the Company set forth in this Agreement and Agreement; (g) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any injunction, judgment, decree, charge, ruling or order preventing consummation of the Restructuring (collectively, a “Governmental Stay”); provided, however, that the Company shall have 10 Business Days after receiving notice of the imposition of such breach shall continue unremedied Governmental Stay from such governmental authority to cause such Governmental Stay to be lifted, irrespective of whether such Governmental Stay may reasonably be expected to be lifted within such ten-day period; (h) the conversion of one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or the dismissal of any of the Chapter 11 Cases, unless such conversion or dismissal, as applicable, is made with the prior written consent of the Requisite Consenting Lenders; (i) the appointment of an interim or permanent trustee, receiver, chief restructuring officer or examiner with expanded powers to operate or manage the financial affairs, business or reorganization of any Debtor in one or more of the Chapter 11 Cases, unless such appointment is made with the prior written consent of the Requisite Consenting Lenders; (j) the amendment or modification of, or filing of a pleading by the Company for seeking to amend or modify, the Plan, Solicitation Materials or any documents related to the foregoing, including motions, notices, exhibits, appendices and orders, in a period of five manner not reasonably acceptable to the Requisite Consenting Lenders; (5k) business days after notice thereof has been given by a Consenting Lender the Debtors file any motion or pleading with the Bankruptcy Court seeking approval to FairPointuse cash collateral (as defined in the Bankruptcy Code) other than on the terms and conditions reflected in the Cash Collateral Stipulation attached hereto as Exhibit B; (l) the Debtors file any motion or pleading with the Bankruptcy Court grants relief or take any other action, including, without limitation, withdrawing the Plan or publicly announcing their intention not to support the Restructuring or Plan, that is inconsistent not consistent in any material respect with this Agreement or Agreement, the Restructuring, the Plan or any documents related to the foregoing; (m) to the extent Debtors and certain Consenting Lenders enter into a debtor-in-possession financing arrangement, Debtors fail to obtain final Bankruptcy Court approval of such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement and the Plan debtor-in-possession financing arrangement within (5) business 45 days after notice thereof has been given by a Consenting Lender to FairPointof entering into such financing arrangement; or (m) there shall occur any of the following events after the date hereof: (xn) the revocation or removal of the operating license of FairPoint or any of its Subsidiaries by the PUC or the FCC in a state where the Company has material operations or conducts a material amount of business or (y) the entry of any order or the taking of any other action by the PUC or the FCC that materially impairs the ability failure of the Company to operate its business have filed within 30 days of the Petition Date a motion seeking Bankruptcy Court approval of the Backstop Commitment Agreement. Notwithstanding any provision in this Agreement to the manner contrary, upon the written consent of the Requisite Consenting Lenders, the dates set forth in which it operates on the date hereofthis Section 6.01 may be extended before or upon each such date, and such later dates agreed to in the case of each of clauses (x) and (y), such action by the PUC or the FCC is not stayed, reversed or vacated within fifteen (15) days after the occurrence thereof. The Company hereby acknowledges and agrees that the termination of this Agreement and the obligations hereunder as a result of a Consenting Lender Termination Event, and any notice provided by any Consenting Lender to FairPoint pursuant any lieu thereof shall be of the provisions of this Section 5.01, will not violate same force and effect as the automatic staydates provided herein.

Consenting Lender Termination Events. This Agreement and may be terminated with respect to all Parties by the Requisite Consenting Lenders upon the delivery to each other Party of a written notice in accordance with Section 13.10 upon the occurrence of the following events: (a) the breach in any material respect by a Company Party of any of the representations, warranties, covenants, or other obligations hereunder or agreements of the Company Parties set forth in this Agreement that remains uncured (if susceptible to cure) for five (5) business days after such terminating Requisite Consenting Lenders transmit a written notice to the Company Parties in accordance with Section 13.10 detailing any such breach; (b) any of the Milestones is not achieved, except where such Milestone has been waived or extended by each of the applicable Parties; provided, that the right to terminate this Agreement under this Section 11.01(b) shall not be available to the Requisite Consenting Lenders if the failure of such Milestone to be achieved is caused by, or results from, the material breach by Requisite Consenting Lenders of their covenants, agreements, or other obligations under this Agreement; provided, further that, any Milestone that shall not have been achieved solely because of unavailability by the Bankruptcy Court shall be terminatedautomatically extended to the immediately next day on which the Bankruptcy Court is available; (c) the issuance by any Governmental Entity, unless including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for twenty (20) calendar days after such terminating Requisite Consenting Lenders receive a written notice from the Company Parties in accordance with Section 13.10 hereof detailing any such issuance; provided, that this termination right may not be exercised by any Consenting Lenders that directly sought or requested such ruling or order in contravention of any obligation set out in this Agreement; (d) the happening or existence of any event that shall have made any of the conditions precedent to the consummation of the Restructuring Transactions as set forth in this Agreement or the section of the Restructuring Term Sheet entitled “Conditions Precedent to the Effective Date”, if applicable, incapable of being satisfied prior to the Outside Date, except where such condition precedent has been waived by the applicable Parties; provided, that the right to terminate this Agreement under this Section 11.01(d) shall not be available to any Consenting Lenders if the happening or existence of such event is directly caused by, or results from, the breach by such Consenting Lenders of its covenants, agreements, or other obligations under this Agreement; (e) any Company Party, without the consent of the Requisite Consenting Lenders, upon (i) commences a voluntary case under the occurrence Bankruptcy Code other than the Chapter 11 Cases; (ii) consents to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party or a material portion of the following events property or assets of any Company Party; (eachiii) seeks any arrangement, adjustment, protection, or relief of its debts other than the Chapter 11 Cases; or (iv) makes any general assignment for the benefit of its creditors; (i) the commencement of an involuntary case against any Company Party under the Bankruptcy Code that is not dismissed or withdrawn within twenty-five (25) calendar days; or (ii) a court of competent jurisdiction enters a ruling, judgment, or order that appoints, or that authorizes or permits the taking of possession by, a “Consenting Lender Termination Event”):receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party, any Interests held by any Company Party, or a material portion of the property or assets of any Company Party; (ag) at 5:00 P.M. Eastern Time on October 30any Company Party (i) terminates its pursuit of the Restructuring Transactions; (ii) publicly announces, 2009 if or communicates in writing to any other Party, its intention not to support or pursue the Petition Restructuring Transactions; (iii) provides notice to the Ad Hoc Group’s Advisors that it is exercising its rights pursuant to Section 7.01 and such exercise would reasonably be expected to prevent the consummation of the Restructuring Transactions; or (iv) publicly announces, or communicates in writing to any other Party, that it intends to enter into, or has entered into, definitive documentation with respect to, an Alternative Restructuring; (h) the Effective Date has not occurred on by the Outside Date (as such date may have been extended in accordance with the provisions of this Agreement); provided, however, that the right to terminate this Agreement under this Section 11.01(h) shall not be available to any Consenting Lender if the failure of the Effective Date to have occurred by the Outside Date is directly caused by, or before results from, the breach by such dateConsenting Lender of its covenants, agreements, or other obligations under this Agreement; (bi) at 5:00 P.M. Eastern Time on the 45th day after the Petition Date if the Plan containing the terms set forth in the Term Sheet has not been filed by the Company with the Bankruptcy Court on enters an order denying Confirmation of the Plan and such order remains in effect for five (5) business days after entry of such order; (j) the Bankruptcy Court grants relief that (A) is inconsistent with this Agreement or before such date the Restructuring Term Sheet in any material respect or (B) would, or would reasonably be expected to, frustrate the date purposes of this Agreement, including by preventing the consummation of the Restructuring Transactions; (k) the entry of an order by the Bankruptcy Court, or the filing of the Plan with the Bankruptcy Court being referred to herein as the “Plan Filing Date”); (c) at 5:00 P.M. Eastern Time on the 150th day after the Plan Filing Date if the Plan has not been confirmed a motion or application by any Company Party seeking an order (without the “Confirmation Order”) prior written consent of the Bankruptcy Court on or before such date (the date of entry of the Confirmation Order by the Bankruptcy Court being referred to herein as the “Plan Confirmation Date”); (d) at 5:00 P.M. Eastern Time on the 120th day after the Plan Confirmation Date, unless on or before such date (x) the Confirmation Order shall not have been stayed, reversed, vacated or otherwise modified (unless otherwise consented to in writing by the Requisite Consenting Lenders); there shall be no appeal , (A) converting one or petition for rehearing or certiorari pending in respect more of the Confirmation Order and the time to appeal and file any such petition shall have lapsed and (y) substantial consummation (as defined in Section 1101 Chapter 11 Cases of the Bankruptcy Code) of the Plan shall have occurred (the date on which the items in clauses (x) and (y) occur being referred to herein as the “Plan Consummation Date”); (e) the Bankruptcy Court shall have entered an order pursuant to Section 1104 of the Bankruptcy Code appointing a trustee or an examiner with expanded powers to operate and manage the Company’s business; (f) the Bankruptcy Court shall have entered an order dismissing any of the Bankruptcy Cases or an order pursuant to the Bankruptcy Code converting any of the Bankruptcy Cases Company Party to a case or cases under Chapter 7 of the Bankruptcy Code; , (gB) the filing by the Company appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of any motion or pleading with the Bankruptcy Court that is not consistent with this Agreement Code or a trustee in one or more of the Plan, and such motion or pleading is not withdrawn within five (5) business days of notice thereof by any Consenting Lender to FairPoint (or, in the case Chapter 11 Cases of a motion that has already been approved by the Bankruptcy Court at the time FairPoint is provided with such notice by a Consenting LenderCompany Party, such motion not is stayed, reversed or vacated within five (5C) business days of such notice); (h) the Company files, proposes or otherwise supports, or fails to actively oppose dismissing any (x) plan of reorganization containing terms different than those contained in the Term Sheet or (y) amendment or modification to the Plan containing any terms that are inconsistent with the Term Sheet unless such amendment or modification is otherwise consented to in writing by the Requisite Consenting Lenders in their sole discretion; (i) on or after the date hereof, the Company engages in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than (x) the commencement of the Chapter 11 Cases, (yD) the incurrence of indebtedness in respect of debtor-in-possession financing on the terms set forth in Exhibit D hereto approving an Alternative Restructuring Proposal, or (zE) dispositions of assets with an aggregate fair market value not in excess of $5,000,000 for all such dispositions; (j) an extraordinary event occurs that is not contemplated in the Company’s business plan provided to the Consenting Lenders prior to the date hereof, and such event has a material adverse effect on the business, assets, financial condition or prospects of the Company; (k) the material breach by the Company of any of the undertakings, representations, warranties or covenants of the Company set forth in rejecting this Agreement and such breach shall continue unremedied by the Company for a period of five (5) business days after notice thereof has been given by a Consenting Lender to FairPointAgreement; (l) the Bankruptcy Court enters an order terminating any Company Party’s exclusive right to file and/or solicit acceptances of a plan of reorganization or the Company Parties let such periods/rights lapse; (m) without the prior written consent of the Requisite Consenting Lenders, any Debtor (A) withdraws the Plan; (B) publicly announces, or communicates in writing to any other Party, its intention to withdraw the Plan or not support the Plan; (C) moves to voluntarily dismiss any of the Chapter 11 Cases; or (D) moves for court authority to sell any material asset or assets without the written consent of the Requisite Consenting Lenders; (n) any of the Company Parties (A) files any motion seeking to avoid, disallow, subordinate, or recharacterize any Company Claims/Interests, lien, or interest held by any Consenting Lender in any capacity; or (B) shall have supported any application, adversary proceeding, or cause of action referred to in the immediately preceding subsection (A) filed by a third party, or consents to the standing of any such third party to bring such application, adversary proceeding, or cause of action; (o) 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 asset of the Company Parties having an aggregate fair market value in excess of $2,500,000 without the prior written consent of the Requisite Consenting Lenders; provided, however, that any modification of the automatic stay expressly provided by the Financing Order shall not constitute a termination event; (p) the Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing or limiting, as applicable, any of the Prepetition First Lien Claims or Prepetition Second Lien Claims, or any of the encumbrances that secure (or purport to secure) the Prepetition First Lien Claims or Prepetition Second Lien Claims; (q) except as set forth in the Restructuring Term Sheet, any Debtor obtains debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangement that is in an amount, on terms and conditions, or otherwise in form and substance, that is/are not acceptable to the Requisite Consenting Lenders; (r) the Bankruptcy Court enters an order terminating the DIP Documents or Financing Orders, other than at the request of the Consenting Lenders or the DIP Lenders or upon the mutual consent of the Debtors and the Consenting Lenders or the DIP Lenders; (s) after entry by the Bankruptcy Court of any Financing Order (including any adequate protection order), Disclosure Statement Order, or Confirmation Order, such order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended, in each case, in a manner materially inconsistent with this Agreement or without the Plan and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement and written consent of the Plan within (5) business days after notice thereof has been given by a Requisite Consenting Lender to FairPointLenders; or (mt) there shall occur the occurrence of any default or event of default caused by any of the following events after Company Parties under the date hereof: DIP Documents or Financing Orders, as applicable, that has not been cured or waived (xif susceptible to cure or waiver) by the revocation or removal applicable percentage of lenders in accordance with the terms of the operating license of FairPoint DIP Documents or any of its Subsidiaries by the PUC or the FCC in a state where the Company has material operations or conducts a material amount of business or (y) the entry of any order or the taking of any other action by the PUC or the FCC that materially impairs the ability of the Company to operate its business in the manner in which it operates on the date hereofFinancing Orders, and in the case of each of clauses (x) and (y), such action by the PUC or the FCC is not stayed, reversed or vacated within fifteen (15) days after the occurrence thereof. The Company hereby acknowledges and agrees that the termination of this Agreement and the obligations hereunder as a result of a Consenting Lender Termination Event, and any notice provided by any Consenting Lender to FairPoint pursuant any of the provisions of this Section 5.01, will not violate the automatic stayapplicable.

Consenting Lender Termination Events. This Agreement and the obligations hereunder shall may be terminated, terminated with respect to all Parties (unless waived otherwise set forth in this Section 12.01) by the Requisite Required Consenting LendersLenders (in such capacity, the “Terminating Party”) by the delivery to the other Parties or counsel to the other Parties, as applicable, of a written notice in accordance with Section 14.11 upon the occurrence of any of the following events (each, a “Consenting Lender Termination Event”):events: (a) at 5:00 P.M. Eastern Time on October 30a Company Party breaches in any material respect any of the representations, 2009 if warranties, or covenants of the Petition Date has not occurred on or before Company Parties set forth in this Agreement that, to the extent curable, remains uncured for five (5) Business Days after the Terminating Party transmits a written notice in accordance with Section 14.11 detailing any such datebreach; (b) at 5:00 P.M. Eastern Time on the 45th day after the Petition Date if the Plan containing this Agreement or any Definitive Document is amended, waived or modified in any manner not consistent in any material respect with the terms set forth in the Term Sheet has not been filed by the Company with the Bankruptcy Court on or before such date (the date of the filing of the Plan with the Bankruptcy Court being referred to herein as the “Plan Filing Date”)this Agreement; (c) at 5:00 P.M. Eastern Time on the 150th day issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any Final Order that (i) would reasonably be expected to prevent the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for ten (10) Business Days after the Plan Filing Date if the Plan has Terminating Party transmits a written notice in accordance with Section 14.11 detailing any such issuance; provided, that this termination right may not been confirmed be exercised by an any Terminating Party that sought or requested such ruling or order (the “Confirmation Order”) in contravention of the Bankruptcy Court on or before such date (the date of entry of the Confirmation Order by the Bankruptcy Court being referred to herein as the “Plan Confirmation Date”)any obligation set out in this Agreement; (d) at 5:00 P.M. Eastern Time on any of the 120th day after Company Parties (i) publicly announces, or communicates in writing to any other Party (e-mail being sufficient), its intention not to support or pursue the Plan Confirmation DateRestructuring Transactions or (ii) files, unless on or before such date (x) the Confirmation Order shall not have been stayedannounces, reversed, vacated executes a definitive written agreement with respect to or otherwise modified (unless otherwise consented to in writing by the Requisite Consenting Lenders); there shall be no appeal or petition for rehearing or certiorari pending in respect of the Confirmation Order and the time to appeal and file any such petition shall have lapsed and (y) substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Plan shall have occurred (the date on which the items in clauses (x) and (y) occur being referred to herein as the “Plan Consummation Date”)supports an Alternative Restructuring Proposal; (e) the Bankruptcy Court shall have entered enters an order pursuant to Section 1104 denying confirmation of the Bankruptcy Code appointing a trustee Plan or an examiner with expanded powers to operate and manage disallowing any material provision thereof (without the Company’s businessconsent of the Required Consenting Lenders); (f) the Bankruptcy Court shall have entered 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 Required Consenting Lenders), (i) dismissing any of the Bankruptcy Cases Chapter 11 Cases, (ii) converting one or an order pursuant to the Bankruptcy Code converting any more of the Bankruptcy Chapter 11 Cases of a Company Party to a case or cases under Chapter chapter 7 of the Bankruptcy Code, (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 of a Company Party, or (iv) rejecting this Agreement; (g) the filing by commencement of an involuntary case against any of the Company Parties or the filing of an involuntary petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief in respect of a Company Party, 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; (h) any Company Party files any motion or pleading with the Bankruptcy Court that is not consistent materially inconsistent with this Agreement or and such motion has not been withdrawn within two (2) calendar days of receipt by the Plan, and Company Parties of written notice from the Terminating Party that such motion or pleading is not withdrawn within five inconsistent with this Agreement; (5A) business days the entry of notice thereof by any Consenting Lender to FairPoint (or, in the case of a motion that has already been approved an order by the Bankruptcy Court at or the time FairPoint is provided filing of a motion or application by any Company Party seeking an order reversing, staying, dismissing, vacating, reconsidering, modifying or amending any of the Cash Collateral Orders without the consent of the Required Consenting Lenders, or (B) a motion for reconsideration, reargument or rehearing with respect to any such notice order has been filed by a Consenting Lender, such motion not is stayed, reversed or vacated within five (5) business days of such notice); (h) any other party and the Company files, proposes or otherwise supports, or fails Parties have failed to actively oppose any (x) plan of reorganization containing terms different than those contained in the Term Sheet or (y) amendment or modification timely object to the Plan containing any terms that are inconsistent with the Term Sheet unless such amendment or modification is otherwise consented to in writing by the Requisite Consenting Lenders in their sole discretion; (i) on or after the date hereof, the Company engages in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than (x) the commencement of the Cases, (y) the incurrence of indebtedness in respect of debtor-in-possession financing on the terms set forth in Exhibit D hereto or (z) dispositions of assets with an aggregate fair market value not in excess of $5,000,000 for all such dispositionsmotion; (j) an extraordinary event occurs the occurrence of any “Event of Default” under (and as defined in) the Cash Collateral Orders that is has not contemplated been cured (if susceptible to cure) or waived in accordance with the Company’s business plan provided to the Consenting Lenders prior to the date hereof, and such event has a material adverse effect on the business, assets, financial condition or prospects of the Companyapplicable Cash Collateral Order; (k) the material breach by Bankruptcy Court enters any order authorizing the Company use of any postpetition financing without the prior written consent of the undertakings, representations, warranties or covenants of the Company set forth in this Agreement and such breach shall continue unremedied by the Company for a period of five (5) business days after notice thereof has been given by a Required Consenting Lender to FairPointLenders; (l) any Company Party files or supports (directly or indirectly) another party in filing, or the Bankruptcy Court enters an order approving, (i) a motion or pleading challenging the amount, validity, or priority of any claims held by any Consenting Lender against the Company Parties (or any liens securing such claims) or otherwise invalidating, disallowing, subordinating, recharacterizing or limiting, as applicable, such Claims or liens or (ii) a motion or pleading asserting (or seeking standing to assert) any purported claims or causes of action against any of the Consenting Lenders; (m) any Company Party loses the exclusive right to file a chapter 11 plan or to solicit acceptances thereof pursuant to section 1121 of the Bankruptcy Code; (n) any Company Party sells or seeks to sell any assets outside the ordinary course of business without the prior written consent of the Required Consenting Lenders; (o) the Bankruptcy Court grants relief that (i) is inconsistent with this Agreement or the Restructuring Term Sheet or (ii) frustrates the purposes of this Agreement, unless the order granting such relief has been stayed, modified or reversed within fourteen (14) days after such terminating party delivers a written notice in accordance with Section 14.11 hereof; (p) the Bankruptcy Court enters an order denying confirmation of the Plan and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement and the Plan within order remains in effect for five (5) business days Business Days after notice thereof has been given by a Consenting Lender to FairPoint; orentry of the order, or the Confirmation Order is reversed or vacated; (mq) there shall occur any the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the following events after the date hereof: (xBankruptcy Code) the revocation or removal of the operating license of FairPoint or with regard to any of its Subsidiaries by the PUC or the FCC in a state where the Company has material operations or conducts a material amount of business or (y) the entry of any order or the taking of any other action by the PUC or the FCC that materially impairs the ability asset of the Company Parties and such order materially and adversely affects any Company Party’s ability to operate its business in the manner in which it operates on ordinary course or to consummate the date hereof, and in the case Restructuring Transactions; (r) upon delivery of each of clauses (x) and (y), such action notice by the PUC Company Parties pursuant to Section 7.01 or Section 12.02; (s) failure by the FCC is not stayed, reversed or vacated within fifteen Company Parties to pay all Restructuring Fees and Expenses as and when required; (15t) days after upon the occurrence thereof. The 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 Transactions in a material way that cannot be reasonably remedied by the Company hereby acknowledges and agrees that Parties; or (u) upon the termination failure to meet a Milestone which has not been waived, modified, or extended pursuant to the terms of this Agreement and the obligations hereunder as a result of a Consenting Lender Termination Event, and any notice provided by any Consenting Lender to FairPoint pursuant any of the provisions of this Section 5.01, will not violate the automatic stayAgreement.