Common use of Consenting Noteholder Termination Events Clause in Contracts

Consenting Noteholder Termination Events. Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, by Required Consenting Noteholders on a prospective or retroactive basis (each, a “Noteholder Termination Event”): (a) the failure to meet any of the Milestones in Section 4 unless (i) such failure is the result of any act, omission, or delay on the part of any of the Required Consenting Noteholders seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended in accordance with Section 4; (b) if the Bankruptcy Court enters an order (i) dismissing any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of the Required Consenting Noteholders; (c) the Debtors file, without the prior written consent of the Required Consenting Noteholders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appoint a trustee or examiner pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases; (d) upon the Debtors’ withdrawal, waiver, amendment or modification, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend or modify any of the Restructuring Documents, including motions, notices, exhibits, appendices and orders, in a manner not reasonably acceptable in form and substance to the Required Consenting Noteholders; (e) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheet, the RBL Term Sheet, or the Pre-Packaged Plan; provided that the Debtors shall have ten (10) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement and the Pre-Packaged Plan, and (ii) is acceptable to the Required Consenting Noteholders; (f) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis manner, the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the Debtors of written notice of such breach; (g) the occurrence of a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases; (h) any Debtor terminates its obligations under and in accordance with this Agreement; (i) the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; (j) an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course; (k) a failure by the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) of this Agreement; (l) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors (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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach; (o) the occurrence of an EnerVest Termination Date; or (p) the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breach.

Consenting Noteholder Termination Events. This Agreement may be terminated by the Required Consenting Noteholders shall have the right, but not the obligationNoteholders, upon written notice to the all other PartiesParties in accordance with Section 15.10, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, by Required Consenting Noteholders on a prospective or retroactive basis (each, a “Noteholder Termination Event”):: (a) the failure to meet breach in any of the Milestones in Section 4 unless (i) such failure is the result of any act, omission, or delay on the part material respect by a Company Party of any of the representations, warranties, undertakings, commitments, or covenants of the Company Parties set forth in this Agreement that remains uncured for five (5) Business Days after the Required Consenting Noteholders seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended provide written notice to the Company Parties in accordance with Section 415.10 hereof detailing any such breach; (b) if the Bankruptcy Court enters an issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) dismissing any would reasonably be expected to prevent the consummation of a material portion of the Chapter 11 Cases, Restructuring Transactions and (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, remains in effect for ten (iii10) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of Business Days after the Required Consenting NoteholdersNoteholders transmit a written notice to the Company Parties in accordance with Section 15.10 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; (c) the Debtors fileentry 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 Noteholders), any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any 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 (iii) appoint a trustee in one or examiner pursuant to Bankruptcy Code section 1104 in any more of the Chapter 11 Cases of a Company Party, (iii) dismissing the Chapter 11 Cases, or (iv) rejecting this Agreement; (d) upon the Debtors’ withdrawalfailure to meet a Milestone, waiver, amendment which has not been waived or modification, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend or modify any of the Restructuring Documents, including motions, notices, exhibits, appendices and orders, extended in a manner not reasonably acceptable in form and substance to the Required Consenting Noteholdersconsistent with this Agreement; (e) the issuance by Bankruptcy Court grants relief that is inconsistent in any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheetmaterial respect with this Agreement, the RBL Term SheetDefinitive Documents, or the Pre-Packaged Plan; provided that the Debtors shall have ten (10) business days after issuance of Restructuring Transactions, and such ruling inconsistent relief is not dismissed, vacated, or order modified to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance be consistent with the terms of this Agreement and the Pre-Packaged Plan, and Restructuring Transactions within five (ii5) is acceptable Business Days following written notice thereof to the Company Parties by the Required Consenting Noteholders; (f) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis manner, the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the Debtors of written notice of such breach; (g) the occurrence of a “Default” or an “Event of Default” under the Indenture, other than DIP Credit Agreement that has not been waived or timely cured in accordance therewith; (ig) any that exist as without the prior consent of the RSA Effective Date Required Consenting Noteholders, the occurrence of an “Event of Default” under the Anagram 1L Notes or (ii) as a result the Anagram 2L Notes, or the failure of any subsidiary of any Company Party to make any payment in respect of the commencement of the Chapter 11 Cases Anagram 1L Notes or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 CasesAnagram 2L Notes when due; (h) any Debtor terminates its obligations under of the Company Parties consummates or enters into a definitive agreement evidencing any merger, consolidation, disposition of material assets, acquisition of material assets, or similar transaction, pays any dividends, or incurs any indebtedness for borrowed money, in each case outside the ordinary course of business, in each case other than: (i) the Restructuring Transactions (including the incurrence of the DIP Facility) or (ii) with the prior consent of the Required Consenting Noteholders; (i) any of the Company Parties enters into a material executory contract, lease, any key employee incentive plan or key employee retention plan, any new or amended agreement regarding executive compensation, or other compensation arrangement, in each case, outside of the ordinary course of business, in each case other than with the prior consent of the Required Consenting Noteholders; (j) the filing by any Company Party of any Definitive Document, motion, or pleading with the Bankruptcy Court that is not consistent in all material respects with this Agreement, and such filing is not withdrawn (or, in the case of a motion that has already been approved by an order of the Bankruptcy Court at the time the Company Parties are provided with such notice, such order is not stayed, reversed, or vacated) within five (5) Business Days following written notice thereof to the Company Parties by the Required Consenting Noteholders; (k) 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 assets of the Company Parties having an aggregate fair market value in excess of $5 million without the written consent of the Required Consenting Noteholders; (l) the Company Parties lose the exclusive right to file and solicit acceptances of a chapter 11 plan; (m) the failure of the Company Parties to promptly pay Transaction Expenses as and when due; (n) any Company Party withdraws or revokes the Plan or files, proposes or otherwise supports any (i) Alternative Restructuring Proposal or (ii) amendment or modification to the Definitive Documents containing any terms that are materially inconsistent with the implementation of, and the terms of this Agreement without the prior written consent of the Required Consenting Noteholders which remains uncured (to the extent curable) for five (5) Business Days after such terminating Consenting Noteholders transmit a written notice in accordance with this AgreementSection 15.10 detailing any such breach; (i) the Debtors fileBankruptcy Court enters the Confirmation Order in a form not acceptable to the Required Consenting Noteholders, propose or otherwise support any plan of liquidation, asset sale of all or substantially all (ii) the Bankruptcy Court enters an order denying confirmation of the Debtors’ assets Plan, or plan (iii) the Confirmation Order is reversed or vacated, and the Bankruptcy Court does not enter a revised Confirmation Order reasonably acceptable to the Required Consenting Noteholders within five (5) Business Days of reorganization other than as contemplated hereinsuch reversal or vacation; (jp) an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors Company Parties (i) files any motion seeking to avoid, disallow, subordinate, or that would materially and adversely affect recharacterize any Secured Notes Claims or any lien or interest held by any Consenting Noteholder arising under or relating to the Debtors’ ability Indentures or the Notes or (ii) supports any application, adversary proceeding, or Cause of Action referred to operate its businesses in the ordinary course;immediately preceding clause (i) 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; or (k) a failure by the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) of this Agreement; (lq) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors Company Party (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization receivership, reorganization, or other relief under any federal, state state, or foreign bankruptcy, insolvency, administrative receivership receivership, or similar law now or hereafter in effect, except as provided for in contemplated by this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to described in the Chapter 11 Cases as described abovepreceding subsection (i), (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator conservator, or similar official for the Debtors with respect to any Company Party or for a substantial part of the Debtors’ such Company Party’s assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors creditors, or (viv) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach; (o) the occurrence of an EnerVest Termination Date; or (p) the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breach.

Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon seven (7) Business Days’ written notice to the other PartiesAdministrative Agent and the Company in accordance with Section 9(o) hereof, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, writing by the Required Consenting Noteholders on a prospective or retroactive basis (eachit being agreed, a “Noteholder Termination Event”during the seven (7) Business Days’ notice period, any of the following events may be cured): (a1) the failure to meet any of the Milestones in Section 4 unless (i) such failure is the result of any actcases shall not have been commenced by May 18, omission, or delay on the part of any of the Required Consenting Noteholders seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended in accordance with Section 42018; (b2) if the Bankruptcy Court enters shall not have entered the Interim DIP Order within three (3) Business Days of the Petition Date (unless the DIP Lenders extend the date under the DIP Credit Agreement by which the Interim DIP Order must be entered, in which case such extended date shall apply to this clause (2)); (3) the Debtors shall not have filed the Sale Motion within fourteen (14) days after the Petition Date; (4) the Bankruptcy Court shall not have entered the Bid Procedures Order within fifty (50) days after the Petition Date; (5) the Bankruptcy Court shall not have entered an order approving the Disclosure Statement within seventy-five (75) days after the Petition Date; (6) the Bid Deadline shall not have occurred within one hundred fifteen (115) days after the Petition Date; (7) if a “qualified bid” satisfying the Reserve Price has been submitted prior to the Bid Deadline, the Debtors shall not have commenced the Auction within one hundred twenty-five (125) days of the Petition Date; (8) the Restructuring Transaction shall not have been consummated within one hundred seventy (170) days of the Petition Date; (9) the Bankruptcy Court shall have entered an order (i) dismissing any directing the appointment of the Chapter 11 Casesan examiner with expanded powers or a trustee, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of the Required Consenting Noteholders; (c) the Debtors file, without the prior written consent of the Required Consenting Noteholders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appoint a trustee or examiner pursuant to Bankruptcy Code section 1104 in dismissing any of the Chapter 11 Cases, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance; (d10) upon the Debtors’ withdrawalany Debtor (i) files, waiver, amendment amends or modificationmodifies, or the filing of (or announced intention to file) files a pleading seeking approval of any Definitive Documentation (other than the DIP Credit Agreement) or authority to withdraw, waive, amend or modify any of the Restructuring Documents, including motions, notices, exhibits, appendices and orders, Definitive Documentation (other than the DIP Credit Agreement) in a manner that is inconsistent with or not reasonably acceptable permitted by this Agreement or the Restructuring Term Sheet (including with respect to the consent rights afforded the Consenting Lenders and Consenting Noteholders, respectively, under this Agreement) without the prior written consent of the Required Consenting Noteholders (it being agreed, the DIP Credit Agreement and related documents may be amended, supplemented or modified without the consent of the Consenting Noteholders, subject to their rights in form Section 7(a)(13) and substance to the limitations set forth in the last paragraph of Section 3(b)), (ii) revokes the Restructuring Transaction without the prior consent of the Required Consenting Noteholders, or (iii) publicly announces its intention to take any such acts listed in the foregoing clause (i) or (ii) or is otherwise inconsistent with the consent rights afforded such Parties under this Agreement; (e11) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement, which (to the extent curable) remains uncured for a period of seven (7) Business Days after the receipt by the Debtors of written notice of such breach; (12) a material breach by a Consenting Lender of any representation, warranty, or covenant of such Consenting Lender set forth in this Agreement (including, for the avoidance of doubt, the obligations regarding the transfer of claims in Section 5 hereof), which (to the extent curable) remains uncured for a period of seven (7) Business Days after the receipt by such Consenting Lender of written notice of such breach from the Required Consenting Noteholder; provided, that, the foregoing shall not be a termination event so long as non-breaching Consenting Lenders party hereto continue to hold at least 66-2/3% of the outstanding First Lien Loans; (13) prior to the Bid Deadline, or after the Bid Deadline if a “qualified bid” satisfying the Reserve Price has been received and the Debtors are pursuing closing of such bid, (i) an Event of Default has occurred under the DIP Credit Agreement and the administrative agent or lenders thereunder have commenced remedies with respect to such Event of Default or (ii) any of the milestone dates in the DIP Credit Agreement are shortened or the DIP Credit Agreement is waived, modified, amended or supplemented in a manner that materially and adversely changes the economic terms from the perspective of the Debtors, including in a manner that increases, or is reasonably likely to increase, the obligations or liabilities of the Debtors under the DIP Credit Agreement in an amount greater than $1,000,000; provided, that the extension of additional loans to the Debtors, and any resulting increase in commitments, under the DIP Credit Agreement on economic terms and conditions that are substantially similar to the economic terms and conditions of the DIP Credit Agreement shall not cause a termination event under this subclause (ii); or (14) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial that would reasonably be expected to prevent consummation of the Restructuring on the terms Transaction in accordance with this Agreement and conditions set forth in the Restructuring Term Sheet; provided, the RBL Term Sheethowever, or the Pre-Packaged Plan; provided that the Debtors Parties shall have ten (10) business days Business Days after issuance of such ruling final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring Transaction in a manner that (i) does not prevent or diminish in a material way compliance accordance with the terms of this Agreement and the Pre-Packaged Plan, and (ii) is acceptable to the Required Consenting Noteholders; (f) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis mannerRestructuring Term Sheet; provided further that, the Restructuring or the consummation denial of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the Debtors of written notice of such breach; (g) the occurrence of a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases; (h) any Debtor terminates its obligations under and in accordance with this Agreement; (i) the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; (j) an order is entered Settlement Approval Order by the Bankruptcy Court granting relief from or a successful Challenge as to the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any amount of the Debtors Yield Protection Amount or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course; (k) Call Protection Amount shall not constitute a failure by the Debtors to pay the fees and expenses of termination event for the Consenting Noteholder Advisors consistent with Section 6(cNoteholders under this clause (14) of this Agreement; (l) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors (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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach; (o) the occurrence of an EnerVest Termination Date; or (p) the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breachotherwise.

Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following eventsevents (a “Consenting Noteholder Termination Event”), unless waived, in writing, by the Required Consenting Noteholders Noteholders, on a prospective or retroactive basis (each, a “Noteholder Termination Event”):basis: (a) The failure of the failure Debtors to meet any of the Milestones in Section 4 unless (i) such failure is the result of any act, omission, or delay on the part of any of the Required Consenting Noteholders seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended in accordance with Section 4Milestone; (b) if the The Bankruptcy Court enters an order (i) dismissing any of the Chapter 11 Cases, (ii) converting any one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in dismissing any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of the Required Consenting Noteholders; (c) The Bankruptcy Court enters an order appointing a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Debtors file, Bankruptcy Code in one or more of the Chapter 11 Cases; (d) The Definitive Documentation does not conform to the Term Sheet or otherwise does not satisfy the consent requirements set forth in Section 4(b) hereof; (e) Any Debtor files with the Bankruptcy Court any motion or application seeking authority to sell any material assets (other than any sales contemplated in the Term Sheet or disclosed in writing and in reasonable detail to the Consenting Noteholders or their advisors prior to the execution of this Agreement) without the prior written consent of the Required Consenting Noteholders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appoint a trustee or examiner pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases; (d) upon the Debtors’ withdrawal, waiver, amendment or modification, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend or modify any of the Restructuring Documents, including motions, notices, exhibits, appendices and orders, in a manner not reasonably acceptable in form and substance to the Required Consenting Noteholders; (e) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheet, the RBL Term Sheet, or the Pre-Packaged Plan; provided that the Debtors shall have ten (10) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement and the Pre-Packaged Plan, and (ii) is acceptable to the Required Consenting Noteholders; (f) Any Debtor materially breaches its obligations under this Agreement, which breach is not cured within five (5) Business Days after the giving of written notice of such breach, or files, publicly announces, or informs the Consenting Noteholders of its intention to file a chapter 11 plan that contains terms and conditions that: (i) do not provide the Consenting Noteholders with the economic recovery set forth in the Term Sheet or (ii) are not otherwise consistent with this Agreement and the Term Sheet; (g) A material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis manner, the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days Business Days after the receipt by the Debtors of written notice and a description of such breach; (g) breach is provided to the occurrence of a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 CasesDebtors; (h) Either (i) any Debtor files with the Bankruptcy Court a motion, application, or adversary proceeding (or any Debtor supports any such motion, application, or adversary proceeding filed or commenced by any third party) (A) challenging the validity, enforceability, scope or priority of, or seeking avoidance or subordination of, the Notes Claims (B) asserting any other cause of action against the Consenting Noteholders or (ii) the Bankruptcy Court enters an order providing relief against any Consenting Noteholder with respect to any of the foregoing causes of action or proceedings filed by any Debtor; (i) If the Bankruptcy Court or other governmental authority with jurisdiction shall have issued any order, injunction, or other decree or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins, or otherwise prohibits the implementation of the Restructuring or the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement and the Term Sheet; (j) Any Debtor terminates its obligations under and in accordance with this Agreement; (i) the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; (j) an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course; (k) a failure by Since the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) date of this Agreement; , any effect, change, condition, circumstance, development or event that, individually or in the aggregate has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, properties, business or condition (lfinancial or otherwise) of the Xxxxxxxxxxx Parties taken as a whole, other than with respect any effect, change, condition, circumstance or event (i) that has occurred prior to the date of this Agreement or that contributed to or gave rise to the filing of the Chapter 11 Cases, (ii) arising from the entry filing of an order by any court of competent jurisdiction granting the relief sought Cases, or (iii) arising from compliance with the terms of this Agreement, including, without limitation, seeking approval of the Disclosure Statement, and seeking to confirm or consummate the Plan or Scheme of Arrangement; and (l) The Consenting Noteholders shall have completed their due diligence investigation of the Xxxxxxxxxxx Parties, and shall, in an involuntary proceeding against any entity constituting their sole discretion, not be satisfied with the results of such due diligence investigation, provided, however, that this termination right shall terminate and have no further force or effect on the earlier of: (i) the date that the Debtors seeking bankruptcycommence the solicitation of votes for the Plan and (ii) July 1, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof)2019; (m) if any of If the Debtors (i) voluntarily commences consummate the DIP Term Loan financing or exit financing contemplated by the DIP Financing Documents and the Exit Facility Documents with 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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition party other than with respect to the Chapter 11 Cases as described aboveDIP Lenders and the Exit Lenders, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoingrespectively; (n) a material breach by any EnerVest Party The failure of any representationthe Debtors to execute commitment agreements in respect of the DIP Term Loan and Exit Senior Secured Notes with DIP Lenders and the Exit Lenders, warrantyrespectively, on or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach;before July 2, 2019; and (o) If the occurrence Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of an EnerVest Termination Date; or (p) the occurrence Debtors’ exclusive right to file a plan or plans of any other material breach reorganization pursuant to section 1121 of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breachBankruptcy Code.

Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon seven (7) Business Days’ written notice to the other PartiesAdministrative Agent and the Company in accordance with Section 9(k) hereof, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, writing by the Required Consenting Noteholders on a prospective or retroactive basis (eachit being agreed, a “Noteholder Termination Event”during the seven (7) Business Days’ notice period, any of the following events may be cured): (a1) the failure to meet any of the Milestones in Section 4 unless (i) such failure is the result of any actcases shall not have been commenced by May 18, omission, or delay on the part of any of the Required Consenting Noteholders seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended in accordance with Section 42018; (b2) if the Bankruptcy Court enters shall not have entered the Interim DIP Order within three (3) Business Days of the Petition Date (unless the DIP Lenders extend the date under the DIP Credit Agreement by which the Interim DIP Order must be entered, in which case such extended date shall apply to this clause (2)); (3) the Debtors shall not have filed the Sale Motion within fourteen (14) days after the Petition Date; (4) the Bankruptcy Court shall not have entered the Bid Procedures Order within fifty (50) days after the Petition Date; (5) the Bankruptcy Court shall not have entered an order approving the Disclosure Statement within seventy-five (75) days after the Petition Date; (6) the Bid Deadline shall not have occurred within one hundred fifteen (115) days after the Petition Date; (7) if a “qualified bid” satisfying the Reserve Price has been submitted prior to the Bid Deadline, the Debtors shall not have commenced the Auction within one hundred twenty-five (125) days of the Petition Date; (8) the Restructuring Transaction shall not have been consummated within one hundred seventy (170) days of the Petition Date; (9) the Bankruptcy Court shall have entered an order (i) dismissing any directing the appointment of the Chapter 11 Casesan examiner with expanded powers or a trustee, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of the Required Consenting Noteholders; (c) the Debtors file, without the prior written consent of the Required Consenting Noteholders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appoint a trustee or examiner pursuant to Bankruptcy Code section 1104 in dismissing any of the Chapter 11 Cases, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance; (d10) upon the Debtors’ withdrawalany Debtor (i) files, waiver, amendment amends or modificationmodifies, or the filing of (or announced intention to file) files a pleading seeking approval of any Definitive Documentation (other than the DIP Credit Agreement) or authority to withdraw, waive, amend or modify any of the Restructuring Documents, including motions, notices, exhibits, appendices and orders, Definitive Documentation (other than the DIP Credit Agreement) in a manner that is inconsistent with or not reasonably acceptable permitted by this Agreement or the Restructuring Term Sheet (including with respect to the consent rights afforded the Consenting Lenders and Consenting Noteholders, respectively, under this Agreement) without the prior written consent of the Required Consenting Noteholders (it being agreed, the DIP Credit Agreement and related documents may be amended, supplemented or modified without the consent of the Consenting Noteholders, subject to their rights in form Section 7(a)(13) and substance to the limitations set forth in the last paragraph of Section 3(b)), (ii) revokes the Restructuring Transaction without the prior consent of the Required Consenting Noteholders, or (iii) publicly announces its intention to take any such acts listed in the foregoing clause (i) or (ii) or is otherwise inconsistent with the consent rights afforded such Parties under this Agreement; (e11) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement, which (to the extent curable) remains uncured for a period of seven (7) Business Days after the receipt by the Debtors of written notice of such breach; (12) a material breach by a Consenting Lender of any representation, warranty, or covenant of such Consenting Lender set forth in this Agreement (including, for the avoidance of doubt, the obligations regarding the transfer of claims in Section 5 hereof), which (to the extent curable) remains uncured for a period of seven (7) Business Days after the receipt by such Consenting Lender of written notice of such breach from the Required Consenting Noteholder; provided, that, the foregoing shall not be a termination event so long as non-breaching Consenting Lenders party hereto continue to hold at least 66-2/3% of the outstanding First Lien Loans; (13) prior to the Bid Deadline, or after the Bid Deadline if a “qualified bid” satisfying the Reserve Price has been received and the Debtors are pursuing closing of such bid, (i) an Event of Default has occurred under the DIP Credit Agreement and the administrative agent or lenders thereunder have commenced remedies with respect to such Event of Default or (ii) any of the milestone dates in the DIP Credit Agreement are shortened or the DIP Credit Agreement is waived, modified, amended or supplemented in a manner that materially and adversely changes the economic terms from the perspective of the Debtors, including in a manner that increases, or is reasonably likely to increase, the obligations or liabilities of the Debtors under the DIP Credit Agreement in an amount greater than $1,000,000; provided, that the extension of additional loans to the Debtors, and any resulting increase in commitments, under the DIP Credit Agreement on economic terms and conditions that are substantially similar to the economic terms and conditions of the DIP Credit Agreement shall not cause a termination event under this subclause (ii); or (14) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial that would reasonably be expected to prevent consummation of the Restructuring on the terms Transaction in accordance with this Agreement and conditions set forth in the Restructuring Term Sheet; provided, the RBL Term Sheethowever, or the Pre-Packaged Plan; provided that the Debtors Parties shall have ten (10) business days Business Days after issuance of such ruling final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring Transaction in a manner that (i) does not prevent or diminish in a material way compliance accordance with the terms of this Agreement and the Pre-Packaged Plan, and (ii) is acceptable to the Required Consenting Noteholders; (f) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis mannerRestructuring Term Sheet; provided further that, the Restructuring or the consummation denial of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the Debtors of written notice of such breach; (g) the occurrence of a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases; (h) any Debtor terminates its obligations under and in accordance with this Agreement; (i) the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; (j) an order is entered Settlement Approval Order by the Bankruptcy Court granting relief from or a successful Challenge as to the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any amount of the Debtors Yield Protection Amount or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course; (k) Call Protection Amount shall not constitute a failure by the Debtors to pay the fees and expenses of termination event for the Consenting Noteholder Advisors consistent with Section 6(cNoteholders under this clause (14) of this Agreement; (l) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors (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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach; (o) the occurrence of an EnerVest Termination Date; or (p) the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breachotherwise.

Consenting Noteholder Termination Events. Required Any Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to Noteholder may terminate the its obligations of the Consenting Noteholders and liabilities under this Agreement upon three (3) business days prior written notice delivered in accordance with Section 9.14 hereof, upon such Consenting Noteholder’s actual knowledge of the occurrence and continuation of any of the following events, unless waived, in writing, by Required Consenting Noteholders on a prospective or retroactive basis events (each, a “Consenting Noteholder Termination Event”):); provided, however, that any of the following events shall not constitute a Consenting Noteholder Termination Event if the Debtors receive express prior written consent for such event from the Required Consenting Noteholders: (a) The Debtors do not commence the failure to meet any of the Milestones in Section 4 unless (i) such failure is the result of any actChapter 11 Cases on or before December 31, omission, or delay on the part of any of the Required Consenting Noteholders seeking termination in violation of its obligations under this Agreement or (ii) such Milestone is extended in accordance with Section 42015; (b) if the Debtors fail to appoint the CRO on or before the Petition Date; (c) the Debtors do not file the Plan, Disclosure Statement, DIP Motion, and Disclosure Statement Motion on the Petition Date; (d) the Bankruptcy Court (i) denies approval of the DIP Motion, (ii) fails to enter the Interim DIP Order within three (3) business days after the Petition Date, or (iii) fails to enter the Final DIP Order within thirty (30) days after the Petition Date; (e) the Consenting Noteholders and the Debtors fail to reach an agreement with respect to an amendment and restatement, refinancing, or other treatment of the Prepetition RBL Facility within the earlier of forty-five (45) days after the Petition Date and the hearing to approve the Disclosure Statement, which agreement shall be subject in all respects to the consent of the Consenting Noteholders; (f) the Consenting Noteholders and the Debtors fail to reach an agreement on the treatment of the DIP facility subject to the DIP Credit Agreement and the DIP Orders within the earlier of forty-five (45) days after the Petition Date and the hearing to approve the Disclosure Statement, which agreement shall be subject in all respects to the consent of the Consenting Noteholders; (g) the Bankruptcy Court (i) denies approval of the Disclosure Statement or (ii) fails to enter an order approving the Disclosure Statement within forty‑five (45) days after the Petition Date; (h) the Bankruptcy Court (i) denies confirmation of the Plan or (ii) fails to enter the Confirmation Order approving the Plan within ninety (90) days after the Petition Date; (i) the Plan Effective Date shall not have occurred within one hundred and ten (110) days after the Petition Date; (j) the Debtors challenge the amount and/or validity of Senior Notes Claims held by the Consenting Noteholders; (k) the breach or noncompliance in any respect by any of the Debtors of (or failure to satisfy) any of the obligations, representations, warranties, or covenants of the Debtors set forth in this Agreement (including, without limitation, in Sections 3.02, and 3.03 hereto) that remains uncured for five (5) business days after the receipt by the breaching Debtor of written notice of such breach, but solely to the extent such breach or noncompliance is adverse to such Consenting Noteholder and materially affects the ability of the Debtors from consummating the transactions contemplated herein; (l) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of the Plan or a material portion of the Plan in a way that cannot be reasonably remedied by the Debtors or would have a material adverse effect on consummation of the Plan; (m) the Bankruptcy Court enters an order (i) dismissing directing the appointment of an examiner with expanded powers to operate the Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code or a trustee in any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of the Required Consenting Noteholders; (c) the Debtors file, without the prior written consent of the Required Consenting Noteholders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any of the Chapter 11 Cases to a case cases under chapter 7 of the Bankruptcy Code, or (iii) appoint a trustee or examiner pursuant to Bankruptcy Code section 1104 in dismissing any of the Chapter 11 Cases; (dn) upon the Bankruptcy Court enters an order terminating the Debtors’ withdrawal, waiver, amendment or modification, or the filing of (or announced intention exclusive right to file) file a pleading seeking to withdraw, waive, amend or modify any of the Restructuring Documents, including motions, notices, exhibits, appendices and orders, in a manner not reasonably acceptable in form and substance to the Required Consenting Noteholders; (e) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheet, the RBL Term Sheet, or the Pre-Packaged Plan; provided that the Debtors shall have ten (10) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement and the Pre-Packaged Plan, and (ii) is acceptable to the Required Consenting Noteholders; (f) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis manner, the Restructuring or the consummation of the Restructuring that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the Debtors of written notice of such breach; (g) the occurrence of a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder to implement the Restructuring through the Chapter 11 Cases; (h) any Debtor terminates its obligations under and in accordance with this Agreement; (i) the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; (j) an order is entered by pursuant to section 1121 of the Bankruptcy Court granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course; (k) a failure by the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) of this Agreement; (l) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors (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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breachCode; (o) the occurrence of (i) an EnerVest Termination Dateevent of default under the DIP Credit Agreement, subject to all applicable notice, waiver, and cure provisions of the DIP Credit Agreement; oror (ii) an event of default under the DIP Orders, unless waived by all parties entitled to waive such event of default; (p) the occurrence Debtors execute a letter of intent or similar document stating an intention to pursue an alternative restructuring, liquidation, reorganization, wind-down, exchange, transaction, other than that contemplated in the Plan and this Agreement; or (q) other than pursuant to any other material breach of relief sought by the Debtors that is not materially inconsistent with their obligations in this Agreement not otherwise covered or the Plan, the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in this list by section 362 of the Bankruptcy Code) with regard to any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to assets of the Debtors having an aggregate fair market value in excess of such breach$2,000,000 without the prior written consent of the Required Consenting Noteholders; provided, however, that the Debtors’ proposed sale of certain assets to Texegy LLC, in consultation with the Consenting Noteholders, shall not constitute a Consenting Noteholder Termination Event.

Consenting Noteholder Termination Events. Required Consenting Noteholders shall have This Agreement may be terminated upon three business days’ prior written/email notice by the right, but not the obligation, upon written notice delivery to the other Parties, Company and to terminate the obligations of the Consenting Noteholders under this Agreement of a written notice in accordance with Section 9.11 hereof by the Requisite Consenting Noteholders, each in the exercise of its sole discretion, upon the occurrence of any of the following events, unless waived, in writing, by Required Consenting Noteholders on a prospective or retroactive basis (each, a “Noteholder Termination Event”):: (a) the failure to meet breach in any of material respect by the Milestones in Section 4 unless (i) such failure is the result of any act, omission, or delay on the part Company of any of the Required Consenting Noteholders seeking termination obligations, representations, warranties, commitments, or covenants of the Company set forth in violation this Agreement; provided, however, that the Company shall have five (5) business days to cure any such breach upon receipt of its obligations under this Agreement or (ii) such Milestone is extended notice in accordance with Section 49.11 hereof; (b) if the Bankruptcy Court enters an order (i) dismissing Secured Swap Agreement is not terminated before the Petition Date and any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 claims arising thereunder are not paid in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating cash in full prior to the Debtors, without the consent of the Required Consenting NoteholdersPetition Date; (c) the Debtors filefailure of the Company to obtain a written commitment for the Exit Facility, without acceptable in form and substance to the prior written Requisite Consenting Noteholders (though containing all customary diligence, documentation, and intercreditor “outs”), on or before the Petition Date; (d) the failure of the Company to commence the Chapter 11 Cases on or before the Outside Petition Date; (e) the failure of the Company to obtain approval of the DIP Facility on a final basis by entry of an order of the Bankruptcy Court in form and substance reasonably acceptable to the Requisite Consenting Noteholders as soon as reasonably practicable and in any event no later than 35 calendar days after the Petition Date; (f) the failure of the Company to obtain approval of the Disclosure Statement and authorization for the solicitation of approval of the Plan by entry of an order of the Bankruptcy Court in form and substance acceptable to the Requisite Consenting Noteholders as soon as reasonably practicable and in any event no later than 45 calendar days after the Petition Date; (g) the failure of the Company to obtain the entry of an order of the Bankruptcy Court setting a bar date for proofs of claim filed by entities other than Governmental Units, which xxx xxxx shall be no later than 65 calendar days after the Petition Date; (h) the failure of the Company to commence the solicitation of votes in connection with the Plan as soon as reasonably practicable and in any event no later than 65 calendar days after the Petition Date; (i) the failure of the Company to obtain entry of an order confirming the Plan, which order shall be in form and substance consistent with the Plan and acceptable to the Requisite Consenting Noteholders, as soon as reasonably practicable and in any event no later than 130 days after the Petition Date; (j) the failure of the Company to consummate the Plan as soon as reasonably practicable but in any event no later than 145 calendar days after the Petition Date; (k) a reasonable determination by the Requisite Consenting Noteholders that: (i) there are filed and allowed claims, including General Unsecured Claims, not previously disclosed to the Consenting Noteholders, the existence of which would — if allowed — have a material adverse effect on either the Company, the Restructuring, or the allocation of New Common Stock to holders of Floating Rate Note Claims as set forth in the Plan (provided, however, that if such were to occur, the Debtors, with the consent of the Required Requisite Consenting NoteholdersNoteholders not to be unreasonably withheld, any motion or any would be entitled to seek estimation of such filed/disputed claims prior to the confirmation hearing, and a ruling granting in full the Debtors’ estimation request for relief seeking to (i) dismiss any of that is supported by the Chapter 11 Cases, Requisite Consenting Noteholders would therefore not constitute a termination right hereunder); or (ii) convert the aggregate amount of (x) timely filed proofs of claim for General Unsecured Claims, (y) unsecured, nonpriority claims identified by the Debtors in any schedules or statements filed pursuant to section 521 of the Bankruptcy Code or Rule 1007 of the Federal Rules of Bankruptcy Procedure as unliquidated, undisputed, and not contingent, and (z) General Unsecured Claims other than Floating Rate Note Deficiency Claims allowed by order of the Bankruptcy Court or otherwise exceeds $18,000,000; (l) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Restructuring; (m) the conversion of one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (n) the appointment of a trustee, receiver, or (iii) appoint a trustee examiner with expanded powers in one or examiner pursuant to Bankruptcy Code section 1104 in any more of the Chapter 11 Cases; (do) upon the occurrence of any event, change, effect, occurrence, development, circumstance or change of fact occurring after the date hereof that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, condition (financial or otherwise), assets or liabilities of the Company, taken as a whole (including the tax attributes of the Reorganized Debtors’ withdrawal), waiverother than the filing of the Chapter 11 Cases and the ordinary course operation of the business as debtors in possession; (p) the occurrence of an Event of Default (as defined in the applicable agreements governing the DIP Facility) under the DIP Facility; (q) the occurrence of an event of default under either of those two certain Financing and Service Agreements between Constar Holland and ING Commercial Finance B.V., amendment or both dated April 29, 2010, after expiration of any applicable cure period provided therein; (r) the amendment, modification, or the filing of (or announced intention to file) a any pleading by the Debtors seeking to withdraw, waive, amend or modify the Plan, Solicitation Materials, or any of documents related to the Restructuring Documentsforegoing, including motions, notices, exhibits, appendices appendices, and orders, in a manner not reasonably acceptable in form and substance to the Required Requisite Consenting Noteholders;; or (es) the issuance by Debtors filing any governmental authority, including pleading with the Bankruptcy Court, Court that is not materially consistent in any regulatory authority, respect with this Agreement or any other court with the Plan and such pleading has not been withdrawn prior to the earlier of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheet, the RBL Term Sheet, or the Pre-Packaged Plan; provided that the Debtors shall have ten (10) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish three business days of the Company receiving written notice in a material way compliance accordance with Section 9.11 hereof from the terms of Requisite Consenting Noteholders that such pleading is inconsistent with this Agreement and or the Pre-Packaged Plan, Plan and (ii) is acceptable entry of an order of the Bankruptcy Court approving the relief requested in such pleading, if any. Notwithstanding any provision in this Agreement to the Required contrary, upon the written consent of the Requisite Consenting Noteholders; (f) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor the milestones set forth in this Agreement that could reasonably Section 7.01 may be expected extended prior to delay, prevent, or hinder, other than upon each such date and such later dates agreed to in a de minimis manner, the Restructuring or the consummation lieu thereof and shall be of the Restructuring that (to same force and effect as the extent curable) remains uncured for a period of five (5) business days after the receipt dates provided herein. If this Agreement is terminated by the Debtors of written notice of such breach; (g) the occurrence of Requisite Consenting Noteholders pursuant to this Section 7.01, this Agreement shall be automatically and simultaneously terminated as to any other Party that is a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder signatory to implement the Restructuring through the Chapter 11 Cases; (h) any Debtor terminates its obligations under and in accordance with this Agreement; (i) the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; (j) an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course; (k) a failure by the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) of this Agreement; (l) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors (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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach; (o) the occurrence of an EnerVest Termination Date; or (p) the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breach.

Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, by the Required Consenting Noteholders on a prospective or retroactive basis (each, a “Consenting Noteholder Termination Event,” and together with the Consenting RBL Lender Termination Events, the “Restructuring Support Party Termination Events”): (a) the failure of the Debtors to meet any of the Milestones in Section 4 unless (i) such failure is the direct result of any act, omission, or delay on the part of any of the Required Consenting Noteholders seeking termination Restructuring Support Party in violation of its obligations under this Agreement Agreement, or (ii) such Milestone is extended by the Majority Restructuring Support Parties in accordance with Section 4; (b) if the Bankruptcy Court enters an order (i) dismissing any conversion of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee one or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating to the Debtors, without the consent of the Required Consenting Noteholders; (c) the Debtors file, without the prior written consent of the Required Consenting Noteholders, any motion or any request for relief seeking to (i) dismiss any of the Chapter 11 Cases, (ii) convert any more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (c) the appointment of a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (iii4) appoint a trustee or examiner pursuant to of the Bankruptcy Code section 1104 in any one or more of the Chapter 11 Cases; (d) upon the Debtors’ withdrawalany Debtor (i) files, waiver, amendment amends or modificationmodifies, or the filing of (or announced intention to file) files a pleading seeking authority to withdraw, waive, amend or modify any of modify, the Restructuring Documents, including motions, notices, exhibits, appendices and orders, Definitive Documentation in a manner not reasonably acceptable that is inconsistent with this Agreement, or (ii) announces that it will no longer support the Restructuring, in form and substance to each case without the Required prior consent of the Majority Consenting Noteholders; (e) any Debtor joins in or supports any Alternative Transaction, or files any motion or application seeking authority to sell any assets, without the prior written consent of the Majority Restructuring Support Parties; (f) the issuance of any ruling or order by any governmental authority, including the Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order other regulatory authority, enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheet, Sheet or the RBL Term SheetPlan, or the Pre-Packaged commencement of any action by any governmental authority or other regulatory authority that could reasonably be expected to enjoin or otherwise make impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Term Sheet or the Plan; provided provided, however, that the Debtors shall have ten (10) five business days after issuance of such ruling ruling, order, or order action to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance with the terms of the Plan and this Agreement and the Pre-Packaged Plan, and (ii) is acceptable to the Required Consenting NoteholdersAgreement; (fg) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor set forth in this Agreement (it being understood and agreed that any actions required to be taken by the Debtors that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of the Debtors, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be contained in this Agreement) that could reasonably be expected to delay, prevent, or hinder, other than in a de minimis manner, have an adverse impact on the Restructuring or the consummation existence of an inaccuracy in any material respect in a representation or warranty of any Debtor as of the Restructuring that RSA Effective Date and, in either case (to the extent curable) ), such breach or inaccuracy remains uncured for a period of five (5) business days after the receipt by the Restructuring Support Parties or the Debtors (as applicable) of written notice of such breachbreach or inaccuracy; (gh) the occurrence of a “Default” or an “Event of Default” under the Indenture, other than either (i) any that exist as Debtor and/or Restructuring Support Party files a motion, application, or adversary proceeding (or any Debtor and/or Restructuring Support Party supports any such motion, application, or adversary proceeding filed or commenced by any third party) asserting any cause of action against and/or with respect or relating to the RSA Effective Date Subordinated Notes Claims; or (ii) as a result of the commencement of the Chapter 11 Cases Bankruptcy Court (or the undertaking of any Debtor hereunder to implement the Restructuring through court with jurisdiction over the Chapter 11 Cases) enters an order providing relief against the interests of any Consenting Noteholder with respect to any of the foregoing causes of action or proceedings; (hi) any Debtor terminates its obligations under and in accordance with this Agreement; (ij) the Debtors fileBankruptcy Court enters any order authorizing post-petition financing that is inconsistent in any material respect with this Agreement, propose the DIP Orders, or the DIP Term Sheet and such inconsistency could reasonably be expected to have a material adverse effect on the Consenting Noteholders; (k) the Required Consenting RBL Lenders terminate their obligations under and in accordance with this Agreement; (l) a Fiduciary Exception Notice is delivered to the Restructuring Support Parties; (m) the Continuation Agreement is terminated, or is amended or otherwise support modified, or the application of any plan provision thereof waived, in each case, without the prior written consent of liquidation, asset sale of all or substantially all the Majority Consenting Noteholders; (n) the Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of the Debtors’ assets exclusive right to file a plan or plan plans of reorganization other than as contemplated hereinpursuant to section 1121 of the Bankruptcy Code; (jo) an if any court of competent jurisdiction has entered a final, non-appealable order is entered by or judgment declaring this Agreement to be unenforceable; (p) the Bankruptcy Court enters an ordering granting relief from the automatic stay imposed by section 362 of the Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors or that would materially and adversely affect the Debtors’ ability to operate its the Debtors’ businesses in the ordinary course;; or (k) a failure by the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) of this Agreement; (l) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors (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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach; (oq) the occurrence of an EnerVest Termination Date; or Event of Default (pas defined in the DIP Facility Documents) under the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breachDIP Facility.

Consenting Noteholder Termination Events. Required Consenting Noteholders shall have This Agreement may be terminated upon three business days’ prior written/email notice by the right, but not the obligation, upon written notice delivery to the other Parties, Company and to terminate the obligations of the Consenting Noteholders under this Agreement of a written notice in accordance with Section 9.11 hereof by the Requisite Consenting Noteholders, each in the exercise of its sole discretion, upon the occurrence of any of the following events, unless waived, in writing, by Required Consenting Noteholders on a prospective or retroactive basis (each, a “Noteholder Termination Event”):: (a) the failure to meet breach in any of material respect by the Milestones in Section 4 unless (i) such failure is the result of any act, omission, or delay on the part Company of any of the Required Consenting Noteholders seeking termination obligations, representations, warranties, commitments, or covenants of the Company set forth in violation this Agreement; provided, however, that the Company shall have five (5) business days to cure any such breach upon receipt of its obligations under this Agreement or (ii) such Milestone is extended notice in accordance with Section 49.11 hereof; (b) if the Bankruptcy Court enters an order (i) dismissing Secured Swap Agreement is not terminated before the Petition Date and any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code other than as contemplated by the Restructuring, (iii) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 claims arising thereunder are not paid in any of the Chapter 11 Cases, (iv) terminating the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Bankruptcy Code section 1121, or (v) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Debtors, regarding or relating cash in full prior to the Debtors, without the consent of the Required Consenting NoteholdersPetition Date; (c) the Debtors filefailure of the Company to obtain a written commitment for the Exit Facility, without acceptable in form and substance to the prior written Requisite Consenting Noteholders (though containing all customary diligence, documentation, and intercreditor “outs”), on or before the Petition Date; (d) the failure of the Company to commence the Chapter 11 Cases on or before the Outside Petition Date; (e) the failure of the Company to obtain approval of the DIP Facility on a final basis by entry of an order of the Bankruptcy Court in form and substance reasonably acceptable to the Requisite Consenting Noteholders as soon as reasonably practicable and in any event no later than 35 calendar days after the Petition Date; (f) the failure of the Company to obtain approval of the Disclosure Statement and authorization for the solicitation of approval of the Plan by entry of an order of the Bankruptcy Court in form and substance acceptable to the Requisite Consenting Noteholders as soon as reasonably practicable and in any event no later than 45 calendar days after the Petition Date; (g) the failure of the Company to obtain the entry of an order of the Bankruptcy Court setting a bar date for proofs of claim filed by entities other than Governmental Units, which xxx xxxx shall be no later than 65 calendar days after the Petition Date; (h) the failure of the Company to commence the solicitation of votes in connection with the Plan as soon as reasonably practicable and in any event no later than 65 calendar days after the Petition Date; (i) the failure of the Company to obtain entry of an order confirming the Plan, which order shall be in form and substance consistent with the Plan and acceptable to the Requisite Consenting Noteholders, as soon as reasonably practicable and in any event no later than 130 days after the Petition Date; (j) the failure of the Company to consummate the Plan as soon as reasonably practicable but in any event no later than 145 calendar days after the Petition Date; (k) a reasonable determination by the Requisite Consenting Noteholders that: (i) there are filed and allowed claims, including General Unsecured Claims, not previously disclosed to the Consenting Noteholders, the existence of which would – if allowed – have a material adverse effect on either the Company, the Restructuring, or the allocation of New Common Stock to holders of Floating Rate Note Claims as set forth in the Plan (provided, however, that if such were to occur, the Debtors, with the consent of the Required Requisite Consenting NoteholdersNoteholders not to be unreasonably withheld, any motion or any would be entitled to seek estimation of such filed/disputed claims prior to the confirmation hearing, and a ruling granting in full the Debtors’ estimation request for relief seeking to (i) dismiss any of that is supported by the Chapter 11 Cases, Requisite Consenting Noteholders would therefore not constitute a termination right hereunder); or (ii) convert the aggregate amount of (x) timely filed proofs of claim for General Unsecured Claims, (y) unsecured, nonpriority claims identified by the Debtors in any schedules or statements filed pursuant to section 521 of the Bankruptcy Code or Rule 1007 of the Federal Rules of Bankruptcy Procedure as unliquidated, undisputed, and not contingent, and (z) General Unsecured Claims other than Floating Rate Note Deficiency Claims allowed by order of the Bankruptcy Court or otherwise exceeds $18,000,000; (l) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Restructuring; (m) the conversion of one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (n) the appointment of a trustee, receiver, or (iii) appoint a trustee examiner with expanded powers in one or examiner pursuant to Bankruptcy Code section 1104 in any more of the Chapter 11 Cases; (do) upon the occurrence of any event, change, effect, occurrence, development, circumstance or change of fact occurring after the date hereof that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, condition (financial or otherwise), assets or liabilities of the Company, taken as a whole (including the tax attributes of the Reorganized Debtors’ withdrawal), waiverother than the filing of the Chapter 11 Cases and the ordinary course operation of the business as debtors in possession; (p) the occurrence of an Event of Default (as defined in the applicable agreements governing the DIP Facility) under the DIP Facility; (q) the occurrence of an event of default under either of those two certain Financing and Service Agreements between Constar Holland and ING Commercial Finance B.V., amendment or both dated April 29, 2010, after expiration of any applicable cure period provided therein; (r) the amendment, modification, or the filing of (or announced intention to file) a any pleading by the Debtors seeking to withdraw, waive, amend or modify the Plan, Solicitation Materials, or any of documents related to the Restructuring Documentsforegoing, including motions, notices, exhibits, appendices appendices, and orders, in a manner not reasonably acceptable in form and substance to the Required Requisite Consenting Noteholders;; or (es) the issuance by Debtors filing any governmental authority, including pleading with the Bankruptcy Court, Court that is not materially consistent in any regulatory authority, respect with this Agreement or any other court with the Plan and such pleading has not been withdrawn prior to the earlier of competent jurisdiction, of any ruling or order enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Restructuring Term Sheet, the RBL Term Sheet, or the Pre-Packaged Plan; provided that the Debtors shall have ten (10) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Restructuring in a manner that (i) does not prevent or diminish three business days of the Company receiving written notice in a material way compliance accordance with Section 9.11 hereof from the terms of Requisite Consenting Noteholders that such pleading is inconsistent with this Agreement and or the Pre-Packaged Plan, Plan and (ii) is acceptable entry of an order of the Bankruptcy Court approving the relief requested in such pleading, if any. Notwithstanding any provision in this Agreement to the Required contrary, upon the written consent of the Requisite Consenting Noteholders; (f) a material breach by any Debtor of any representation, warranty, or covenant of such Debtor the milestones set forth in this Agreement that could reasonably Section 7.01 may be expected extended prior to delay, prevent, or hinder, other than upon each such date and such later dates agreed to in a de minimis manner, the Restructuring or the consummation lieu thereof and shall be of the Restructuring that (to same force and effect as the extent curable) remains uncured for a period of five (5) business days after the receipt dates provided herein. If this Agreement is terminated by the Debtors of written notice of such breach; (g) the occurrence of Requisite Consenting Noteholders pursuant to this Section 7.01, this Agreement shall be automatically and simultaneously terminated as to any other Party that is a “Default” or an “Event of Default” under the Indenture, other than (i) any that exist as of the RSA Effective Date or (ii) as a result of the commencement of the Chapter 11 Cases or the undertaking of any Debtor hereunder signatory to implement the Restructuring through the Chapter 11 Cases; (h) any Debtor terminates its obligations under and in accordance with this Agreement; (i) the Debtors file, propose or otherwise support any plan of liquidation, asset sale of all or substantially all of the Debtors’ assets or plan of reorganization other than as contemplated herein; (j) an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any material asset of any of the Debtors or that would materially and adversely affect the Debtors’ ability to operate its businesses in the ordinary course; (k) a failure by the Debtors to pay the fees and expenses of the Consenting Noteholder Advisors consistent with Section 6(c) of this Agreement; (l) other than with respect to the Chapter 11 Cases, the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Debtors seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any entity constituting the Debtors or the Debtors’ debts, or of a substantial part of the Debtors’ 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 30 days after the filing thereof); (m) if any of the Debtors (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 provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition other than with respect to the Chapter 11 Cases as described above, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Debtors or for a substantial part of the Debtors’ assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; (n) a material breach by any EnerVest Party of any representation, warranty, or covenant of such EnerVest Party set forth in this Agreement that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by the EnerVest Party of written notice of such breach; (o) the occurrence of an EnerVest Termination Date; or (p) the occurrence of any other material breach of this Agreement not otherwise covered in this list by any Debtor that has not been cured (if susceptible to cure) within five (5) business days after written notice to the Debtors of such breach.