Common use of Debtor Termination Events Clause in Contracts

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior written notice to all parties in accordance with Section 11.12 hereof upon the occurrence of any of the following events: (a) The breach in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement); (b) The board of directors, board of managers, or such similar governing body of any Debtor reasonably determines in good faith after consultation with outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, that the Debtors provide notice of such determination to the Commitment Parties within three (3) business days prior to the date of such termination; (c) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance.

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior written notice to all parties in accordance with Section 11.12 hereof upon the occurrence of any of the following events: (a) The breach in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement); (b) The board of directors, board of managers, or such similar governing body of any Debtor Board reasonably determines in good faith after consultation with receiving the advice of outside counsel that the Debtors’ continued performance under this Agreement would be inconsistent with the exercise of its the Board’s fiduciary duties under applicable law; provided, provided that the Debtors provide notice of such determination may not terminate this Agreement pursuant to this clause (b) unless the Commitment Parties within three (3) business days prior to the date of such terminationDebtors are in compliance with Section 5.04 in all respects; (c) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an An order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d9.03(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and; (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance; (f) any other Party directly or indirectly proposes, supports, assists, solicits or files a pleading seeking approval of any Alternative Transaction (or any approval of any sales, voting or other procedures in connection with an Alternative Transaction) without the prior written consent of the Debtors that results in a material adverse effect for the consummation of the Restructuring Transactions; (g) the Effective Date has not occurred by the Effective Date Deadline; or (h) if the Bankruptcy Court grants relief that would, or would reasonably be expected to, materially frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring Transactions, unless the Debtors or the Commitment Parties have sought a stay of such relief within five (5) business days after the date of such issuance, and such order is stayed, reversed or vacated within ten (10) business days after the date of such issuance.

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior written notice to all parties in accordance with Section 11.12 hereof upon the occurrence of any of the following events: (a) The breach in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement); (b) The board of directors, board of managers, or such similar governing body of any Debtor Board reasonably determines in good faith after consultation with receiving the advice of outside counsel that the Debtors’ continued performance under this Agreement would be inconsistent with the exercise of its the Board’s fiduciary duties under applicable law; provided, provided that the Debtors provide notice of such determination may not terminate this Agreement pursuant to this clause (b) unless the Commitment Parties within three (3) business days prior to the date of such terminationDebtors are in compliance with Section 5.04 in all respects; (c) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an An order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d9.02(c) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and; (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance; (f) any other Party directly or indirectly proposes, supports, assists, solicits or files a pleading seeking approval of any Alternative Transaction (or any approval of any sales, voting or other procedures in connection with an Alternative Transaction) without the prior written consent of the Debtors that results in a material adverse effect for the consummation of the Restructuring Transactions; (g) the Effective Date has not occurred by the Effective Date Deadline; or (h) if the Bankruptcy Court grants relief that would, or would reasonably be expected to, materially frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring Transactions, unless the Debtors or the Commitment Parties have sought a stay of such relief within five (5) business days after the date of such issuance, and such order is stayed, reversed or vacated within ten (10) business days after the date of such issuance.

Debtor Termination Events. Any Debtor The Debtors may terminate this Agreement as to itself only and such termination shall be effective immediately upon prior written notice (a “Debtor Termination Notice” and, together with a Consenting Lender Termination Notice, a “Termination Notice”) delivered to all parties each of the Consenting Lenders in accordance with Section 11.12 hereof upon 21 hereof, at any time after the occurrence occurrence, and during the continuation, of any of the following eventsevents (each, a “Debtor Termination Event” and, together with each Consenting Lender Termination Event, each, a “Termination Event” and, collectively, the “Termination Events”), unless waived in writing by the Debtors: (ai) The the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by one or more of the Commitment Parties Consenting Lenders of any of the their respective covenants, undertakings, representationsobligations, representations or warranties contained in this Agreement, such that the non-breaching Consenting Lenders own or covenants of the Commitment Parties set forth herein, which breach or failure to act control less than (i) would materially 2/3 in aggregate principal amount of the Prepetition Priming Facility Loans or (ii) the lesser of (x) 2/3 in aggregate principal amount of the Prepetition Syndicated Facility Loans and adversely impede or interfere with (y) the implementation or consummation aggregate principal amount of the Prepetition Syndicated Facility Loans held by the Initial Consenting Lenders as of the Restructuring Transactions on Support Effective Date and, in each case, to the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) extent such breach is curable, such breach remains uncured for a period of ten five (105) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement)Business Days; (bii) The board of directors, board of managers, or such similar governing body of any Debtor reasonably determines in good faith after consultation with outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, that the Debtors provide notice of such determination to the Commitment Parties within three (3) business days prior to the date of such termination; (c) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authorityGovernmental Entity, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining making illegal, enjoining, or otherwise preventing or prohibiting the consummation of a material portion of the Restructuring TransactionsRestructuring, which unless, in each case, such ruling, judgment or order has not been issued at the request of one or more Debtors, or, in all other circumstances, such ruling, judgment or order has been stayed, reversed or vacated within twenty five (205) business days Business Days after such issuance; or (iii) the special restructuring committee of the board of directors of AAC determines in good faith, and after consultation with counsel, that the Restructuring is not in the best interests of the Debtors’ estates and continued support for the Restructuring would be inconsistent with the exercise of its fiduciary duties under applicable Law; provided, however, that in the event the Debtors desire to terminate this Agreement pursuant to this Section 5(b)(iii) (such right to terminate this Agreement pursuant to this Section 5(b)(iii), the “Fiduciary Out”), the Debtors shall provide at least five (5) Business Days’ advance written notice to Stroock, as counsel to the Initial Consenting Lenders, prior to the date the Debtors elect to terminate this Agreement pursuant to the Fiduciary Out (such five (5) Business Day period, the “Termination Period”) advising Stroock, as counsel to the Initial Consenting Lenders, that the Debtors intend to terminate this Agreement pursuant to the Fiduciary Out and specifying, in reasonable detail, the reasons therefor (including the material facts and circumstances related thereto and, to the extent applicable, the terms, conditions and provisions of any Alternative Transaction that the Debtors may pursue), and during the Termination Period, the Debtors shall cause their advisors to use good faith efforts to discuss with the Consenting Lenders the need for the Debtors to exercise the Fiduciary Out.

Debtor Termination Events. Any Debtor The Debtors may terminate this Agreement as with respect to itself only all Restructuring Support Parties, and such termination shall be effective immediately upon prior written notice (each, a “Debtor Termination Notice”) delivered to all parties each of the non-terminating Restructuring Support Parties in accordance with Section 11.12 hereof upon 20 hereof, at any time after the occurrence occurrence, and during the continuation, of any of the following eventsevents (each, a “Debtor Termination Event”), unless waived in writing by the Debtors: (ai) The the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by one or more of the Commitment Parties Consenting Creditors of any of the their covenants, undertakings, representationsobligations, representations or warranties contained in this Agreement such that the non-breaching Consenting Creditors own or covenants control less than 50.1% in aggregate principal amount of the Commitment Parties set forth hereinFirst Lien Notes owned or controlled by all of the Consenting Creditors, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is remains uncured for a period of ten five (105) business days after Business Days; (ii) the receipt Bankruptcy Court enters an order (A) converting the Chapter 11 Cases to cases under chapter 7 of written notice the Bankruptcy Code, or (B) dismissing the Chapter 11 Cases (in accordance with Section 11.12 of such breach from any non-breaching Partyeach case, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure as a result of any specific provision in action or Proceeding initiated or supported by the Approved Plan or the Term Sheet to be restated in this AgreementDebtors); (biii) The the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order making illegal, enjoining, or otherwise preventing or prohibiting the consummation of the Restructuring, unless, in each case, such ruling, judgment or order has been issued at the request one or more Debtors, or, in all other circumstances, such ruling, judgment or order has been stayed, reversed or vacated within five (5) Business Days after such issuance; (iv) the board of directors, board directors of managers, or such similar governing body of any Debtor reasonably Cenveo determines in good faith faith, and after consultation with outside counsel counsel, that continued support for the Restructuring and performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable lawLaw; provided, that the Debtors provide notice of such determination to the Commitment Parties within three (3) business days prior to the date of such termination;or (cv) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors Effective Date shall not have occurred by November 2, 2018 (the right to terminate under this subsection“End Date”); provided, however, that the Debtors shall not have the right to terminate this Agreement pursuant to under this Section 9.02(d5(b)(v) shall not be available to the Debtors if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation failure of the Approved Plan subject only Effective Date to have occurred by the making of ministerial End Date is caused by, or administrative modifications to results from, the Approved Plan or Disclosure Statement; and (e) The issuance breach by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring TransactionsDebtors of their respective covenants, which ruling, judgment agreements or order has not been stayed, reversed or vacated within twenty (20) business days after such issuanceother obligations under this Agreement.

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior all Parties (except as otherwise provided below) by delivering written notice to all parties Parties in accordance with Section 11.12 15.10 hereof upon the occurrence of any of the following events (such events:, the “Debtor Termination Events” and, together with the Consenting BrandCo Lender Termination Events, the “Termination Events”): (a) The breach in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement); (b) The board of directors, board of managers, restructuring officer, or such similar governing body of any Debtor reasonably determines in good faith faith, after consultation consulting with outside counsel counsel, (i) that continued performance under this Agreement proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties under or its compliance with applicable law; providedLaw, that or (ii) in the Debtors provide notice exercise of such determination its fiduciary duties, to the Commitment Parties within three (3) business days prior to the date of such terminationpursue an Alternative Restructuring Proposal; (cb) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment ruling or order enjoining that (i) enjoins the consummation of a material portion of the Restructuring Transactions, which ruling, judgment and (ii) remains in effect for ten (10) Business Days after such terminating Debtor transmits a written notice in accordance with Section 15.10 hereof detailing any such issuance; provided that this termination right shall not apply to or be exercised by any Debtor that sought or requested such ruling or order has in contravention of any obligation or restriction set out in this Agreement; (c) the material breach by any Consenting BrandCo Lender or the Creditors’ Committee of any of the representations, warranties, or covenants made thereby set forth in this Agreement that remains uncured for a period of ten (10) Business Days after the receipt by counsel to the Creditors’ Committee and the Ad Hoc Group of BrandCo Lenders of a Breach Notice; provided, however, that (a) in the case of a breach by the Creditors’ Committee according to the foregoing, the Debtors may solely terminate this Agreement as to the Creditors’ Committee and (b) in the case of a breach by any Consenting BrandCo Lender, the Debtors may choose to terminate this Agreement solely as to such Consenting BrandCo Lender; (d) the failure of the Consenting BrandCo Lenders to constitute holders (or investment advisors, sub-advisors, or managers of discretionary accounts of holders) of, in the aggregate, at least two-thirds of the aggregate outstanding principal amount of 2020 Term B-1 Loans; (e) the failure of the Consenting BrandCo Lenders to constitute holders (or investment advisors, sub-advisors, or managers of discretionary accounts of holders) of, in the aggregate, at least two-thirds of the aggregate outstanding principal amount of 2020 Term B-2 Loans; (f) [reserved]; or (g) the failure of the Required Consenting BrandCo Lenders to, (i) by January 18, 2023, reach an agreement with the Debtors on the terms and conditions of the Enhanced Cash Incentive Program, or (ii) by February 18, 2023, reach an agreement with the Debtors on the terms and conditions of the Global Bonus Program, in each case in a form and manner consistent with the Restructuring Term Sheet, the Executive Employment Term Sheet, and the Executive Severance Term Sheet (as applicable); provided that so long as the Required Consenting BrandCo Lenders continue to negotiate such terms in good faith, the Debtors shall not been stayedterminate this Agreement; and (h) the failure of the Consenting BrandCo Lenders to, reversed by January 17, 2023, enter into either (i) the Backstop Commitment Agreement for the full amount of the Equity Rights Offering on the terms set forth in the Restructuring Term Sheet, or vacated within twenty (20ii) business days after such issuancethe Alternative Financing Commitments.

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior all Parties (except as otherwise provided below) by delivering written notice to all parties Parties in accordance with Section 11.12 15.10 hereof upon the occurrence of any of the following events (such events:, the “Debtor Termination Events” and, together with the Consenting Lender Termination Events, the “Termination Events”): (a) The breach in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement); (b) The board of directors, board of managers, restructuring officer, or such similar governing body of any Debtor reasonably determines in good faith faith, after consultation consulting with outside counsel counsel, (i) that continued performance under this Agreement proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties under or its compliance with applicable law; providedLaw, that or (ii) in the Debtors provide notice exercise of such determination its fiduciary duties, to the Commitment Parties within three (3) business days prior to the date of such terminationpursue an Alternative Restructuring Proposal; (cb) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment ruling or order enjoining that (i) enjoins the consummation of a material portion of the Restructuring Transactions, which ruling, judgment and (ii) remains in effect for ten (10) Business Days after such terminating Debtor transmits a written notice in accordance with Section 15.10 hereof detailing any such issuance; provided that this termination right shall not apply to or be exercised by any Debtor that sought or requested such ruling or order has in contravention of any obligation or restriction set out in this Agreement; (c) the material breach by any Consenting Lender or the Creditors’ Committee of any of the representations, warranties, or covenants made thereby set forth in this Agreement that remains uncured for a period of ten (10) Business Days after the receipt by counsel to the Creditors’ Committee, the Ad Hoc Group of BrandCo Lenders, and the Ad Hoc Group of 2016 Term Loan Lenders of a Breach Notice; provided, however, that (x) in the case of a breach by the Creditors’ Committee according to the foregoing, the Debtors may solely terminate this Agreement as to the Creditors’ Committee, (y) in the case of a breach by any Consenting BrandCo Lender according to the foregoing, the Debtors may choose to terminate this Agreement solely as to such Consenting BrandCo Lender, and (z) in the case of a breach by any Consenting 2016 Lender according to the foregoing, the Debtors may solely terminate this Agreement as to such Consenting 2016 Lender; (d) the failure of the Consenting BrandCo Lenders to constitute holders (or investment advisors, sub-advisors, or managers of discretionary accounts of holders) of, in the aggregate, at least two-thirds of the aggregate outstanding principal amount of 2020 Term B-1 Loans; (e) the failure of the Consenting BrandCo Lenders to constitute holders (or investment advisors, sub-advisors, or managers of discretionary accounts of holders) of, in the aggregate, at least two-thirds of the aggregate outstanding principal amount of 2020 Term B-2 Loans; (f) the failure of the Consenting 2016 Lenders to constitute holders (or investment advisors, sub-advisors, or managers of discretionary accounts of holders) of, in the aggregate, at least two-thirds of the combined aggregate amount of (i) Allowed 2016 Term Loan Claims (inclusive of validly executed but unsettled trades as to which such Consenting 2016 Lenders have the power to direct the vote and consent in respect of such 2016 Term Loans) and (ii) Allowed 2020 Term B-3 Loan Claims; provided that, in such event, the Debtors may terminate this Agreement solely as to all Consenting 0000 Xxxxxxx that are members of the Ad Hoc Group of 2016 Term Loan Lenders.; or (g) the failure of the Required Consenting BrandCo Lenders to, by March 2, 2023, reach an agreement with the Debtors on the terms and conditions of the Global Bonus Program in a form and manner consistent with this Agreement, the Executive Employment Term Sheet and the Executive Severance Term Sheet (as applicable); provided that so long as the Required Consenting BrandCo Lenders continue to negotiate such terms in good faith, the Debtors shall not been stayed, reversed or vacated within twenty (20) business days after such issuanceterminate this Agreement.

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior written notice to all parties in accordance with Section 11.12 11.10 hereof upon the occurrence of any of the following events: (a) The breach in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 11.10 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement); (b) The board of directors, board of managers, or such similar governing body of any Debtor reasonably determines in good faith after consultation with outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, that the Debtors provide notice of such determination to the Commitment Parties within three (3) business days prior to the date of such termination; (c) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance.

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior written notice to all parties in accordance with Section 11.12 11.10 hereof upon the occurrence of any of the following events: (a) The breach in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 11.10 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement); (b) The board of directors, board of managers, or such similar governing body of any Debtor reasonably determines in good faith after consultation with outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, that the Debtors provide notice of such determination to the Commitment Parties within three (3) business days prior to the date of such termination; Agreement; (c) The Requisite Commitment Parties give a notice of termination of this Agreement;this (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance.

Debtor Termination Events. Any Debtor may terminate this This Amended Agreement as shall terminate, solely with respect to itself only the Debtors, immediately upon prior delivery of written notice from BBEP to all parties of the Parties (in accordance with Section 11.12 hereof upon 13.10) at any time after the occurrence and during the continuance of any of the following events:Debtor Termination Event, as defined in this Section 9. (a) The breach in any material respect by one or more of the Commitment Parties Consenting Creditors of any of the undertakings, representations, warranties or covenants of the Commitment Parties Consenting Creditors set forth herein, herein which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is remains uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement)breach; (b) The board of directors, board of managers, or such similar governing body of any Debtor reasonably determines in good faith after consultation with outside counsel that continued performance under this Amended Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, that the Debtors provide BBEP or another Debtor provides notice of such determination to the Commitment Parties Consenting Creditors within three (3) business two days prior to after the date of such terminationthereof; (c) The Amended BCA and the rights and obligations of all parties thereunder is terminated in accordance with its terms; (d) The Requisite Commitment Parties or the Specified Consenting Second Lien Creditors give a notice of termination of this Amended Agreement; (de) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor the Debtors of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection)) or declining to approve the Disclosure Statement; provided, that the Debtors shall not have the right to terminate this Amended Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; (f) The acquisition of Existing BBEP Equity Interests by Consenting Second Lien Creditors or by any persons controlled by or persons controlling such Consenting Second Lien Creditors; provided, however, that a Consenting Second Lien Creditor as of the date hereof or any person controlled by or controlling such Second Lien Creditor as of the date hereof may acquire Existing BBEP Equity Interests from any person that is a Consenting Second Lien Creditor as of the date hereof or a person controlled by or persons controlling such Consenting Second Lien Creditor as of the date hereof, if such acquisition does not cause (i) EIG Equity Aggregator or any person controlled by or controlling EIG Equity Aggregator to own more Existing BEPP Equity Interests than is owned by EIG Equity Aggregator as of the date hereof, or (ii) any Consenting Second Lien Creditor or any person controlled by or person controlling such Consenting Second Lien Creditor to own Existing BBEP Equity Interests constituting (A) 30 percent or more of the aggregate preference amount (including accrued but unpaid yield) or aggregate capital accounts of the combined Series A Cumulative Redeemable Preferred Units and the Series B Preferred Units or (B) thirty percent (30%) or more of the common units of BBEP (in the case of both clause (i) and clause (ii), to the knowledge of the acquiring Consenting Second Lien Creditor and its controlling and controlled persons, after reasonable inquiry among the Consenting Second Lien Creditor and its controlled and controlling persons but for avoidance of doubt not requiring inquiry outside such persons, and separately to the knowledge of the selling Consenting Second Lien Creditor and its controlling and controlled persons, also after reasonable inquiry among the Consenting Second Lien Creditor and its controlled and controlling persons but for avoidance of doubt not requiring inquiry outside such persons, with “own” being determined for purposes of this proviso taking into account the constructive ownership rules applicable for purposes of Section 707(b)(1) of the Tax Code and the Treasury Regulations thereunder); provided, further, that for purposes of this Section 9.02(f), the terms “controlled” and “controlling” shall have the meaning described in Section 11(b); and (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance.

Debtor Termination Events. Any The Debtor may terminate this Agreement as with respect to itself only all Parties or solely with respect to the applicable Supporting Parties upon prior written notice to all parties counsel to each of the Ad Hoc Group of Senior Noteholders and the Official Committee in accordance with Section 11.12 12.10 hereof upon the occurrence of any of the following events: (a) The the breach in any material respect by one or more of the Commitment Supporting Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including that would have, or could reasonably be expected to have, a material adverse effect on the Term Sheet) and (ii) is Restructuring Transactions, which breach remains uncured for a period of ten (10) business days Business Days after the receipt of Debtor transmits a written notice in accordance with Section 11.12 12.10 hereof detailing any such breach, provided that following satisfaction of the Noteholder Condition, as a result of such breach from any nonbreach, the Restructuring Transactions are no longer supported by at least two-breaching Partythirds (2/3) of the aggregate outstanding principal amount of each of the Senior Notes Claims; provided, other than with respect to any breach further, that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or case of a breach by the Term Sheet but not in Official Committee according to the foregoing, the Debtor may terminate this Agreement are solely as to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement);Official Committee. (b) The any representation or warranty in this Agreement made by one or more Supporting Parties shall have been untrue in any material respect when made or shall have become untrue in any material respect, and such untrue representation or warranty would have, or could reasonably be expected to have, a material adverse effect on the Restructuring Transactions and which remains uncured for five (5) Business Days after the Debtor discovers the untrue nature of the representation or warranty and transmits a written notice in accordance with Section 12.10 hereof detailing the untrue nature of such representation or warranty; (c) the board of directors, board directors of managers, the Debtor or such similar governing body of any Debtor reasonably restructuring committee (or equivalent) thereof determines in good faith after consultation with faith, based on the advice of outside counsel counsel, (i) that continued performance under continuing to pursue any of the Restructuring Transactions in the manner contemplated by this Agreement would be inconsistent with the exercise of its fiduciary duties under or applicable law; providedLaw or (ii) in the exercise of its fiduciary duties, that the Debtors provide notice of such determination to the Commitment Parties within three (3) business days prior to the date of such termination; (c) The Requisite Commitment Parties give a notice of termination of this Agreementpursue an Alternative Restructuring Proposal; (d) On after good faith negotiations, the date that an order is entered by Debtor, the Bankruptcy Court or a court of competent jurisdiction denying confirmation Official Committee, and the Required Ad Hoc Senior Noteholder Parties have not reached agreement as to the tax structuring of the Approved Plan or declining to approve Restructuring Transactions (including, for the Disclosure Statement (in each caseavoidance of doubt, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation formation of the Approved Plan subject only to Liquidating Trust and the making scope of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; andRetained Debtor Assets and Contributed Assets) by February 9, 2024; (e) The the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining that (i) enjoins the consummation of a material portion of the Restructuring Transactions, which Transactions and (ii) (1) such ruling, judgment or order has not been stayedissued at the request of, reversed or vacated sought by, the Debtor in contravention of any obligations set forth in this Agreement and (2) remains in effect for five (5) Business Days after the Debtor transmits a written notice in accordance with Section 12.10 hereof detailing any such issuance; (f) the Bankruptcy Court enters an order denying confirmation of the Plan and the Debtor, after exercising good faith efforts to negotiate a revised Plan consistent with the consent rights in this Agreement and obtain confirmation of the Plan, is unable to obtain such confirmation within twenty (20) business days after such issuanceBusiness Days thereof; (g) the Confirmation Order is reversed or vacated, and the Bankruptcy Court does not enter a revised Confirmation Order reasonably acceptable to the Debtor within ten (10) Business Days; and (h) the Noteholder Condition is not satisfied by the date set forth in Section 4.1.

Debtor Termination Events. Any Debtor This agreement may terminate this Agreement as be terminated with respect to itself only all Parties upon prior one (1) business day’s written notice thereof by the Debtors to all parties the other Parties in accordance with Section 11.12 hereof 11(l) hereof, upon the occurrence of any of the following events, in each case after the Agreement Effective Date; provided, however, that the Debtors may not seek to terminate this Agreement based upon a breach of this Agreement by any other Party arising primarily out of the Debtors’ own actions in material breach of this Agreement: (a1) The the breach by the Plan Sponsors of any obligation, commitment, agreement, representation, warranty, covenant, or other provision contained in this Agreement in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth hereinrespect, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation overall acceptance, implementation, or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including and the Term Sheet) Plan and (ii) remains uncured for a period of five (5) business days after the receipt by the other Parties of written notice of such breach from the Debtors, other than with respect to any breach that is incurable, for which no cure period shall be required or apply; provided that a breach by any individual Initial Consenting Noteholder, solely with respect to Sections 5(c)(1), 5(c)(2), and 5(c)(3) hereof, may be cured by any combination of non-breaching Initial Consenting Noteholders agreeing to increase the amount of their commitments by the amount of the breaching Initial Consenting Noteholder’s commitment within ten (10) business days after receipt by the Initial Consenting Noteholders of written notice of such breach; (2) the termination of this Agreement in accordance with its terms by any of the Plan Sponsors; (3) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction (including the Bankruptcy Court), of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring, which action remains uncured for a period of ten (10) business days after the receipt by the Parties of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement)event; (b4) The board of directors, board of managers, or such similar governing body of any Debtor reasonably the Company Board determines in good faith after consultation faith, based upon advice of outside counsel, that proceeding with outside counsel that continued performance under this Agreement the Restructuring contemplated herein and in the Plan, and confirmation and consummation of the Plan, would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, provided that the Debtors provide shall give prompt written notice of such determination to counsel to the Commitment Parties within three Plan Sponsors of any determination in accordance with this Section 8(d)(4) (3) business days prior to the date of such terminationelectronic mail among counsel being sufficient); (c5) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction enters an order denying confirmation of the Approved Plan, the effect of which would render the Plan or declining to approve incapable of consummation on the Disclosure Statement (in each caseterms set forth herein; provided that, unless caused by a default by any Debtor for the avoidance of its obligations hereunderdoubt, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d8(d)(5) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial ministerial, administrative or administrative immaterial modifications to the Approved Plan or Disclosure Statement; andPlan; (e6) The issuance by any governmental authority, including any regulatory authority the Bankruptcy Court (or other court of competent jurisdiction) enters an order (i) directing the appointment of an examiner (other than an independent fee examiner) with expanded powers or a trustee in any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing any finalof the Chapter 11 Cases, non-appealable ruling, judgment or order enjoining (iv) the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement; (7) the Plan Sponsors propose or explicitly support any Alternative Transaction without the prior written consent of the Debtors that has a material adverse effect on the consummation of a material portion the Restructuring; (8) the Effective Date of the Restructuring TransactionsPlan has not occurred by the Effective Date Deadline; (9) all conditions to effectiveness or closing in the EPCA are not satisfied or waived by the Effective Date Deadline, which ruling, judgment or order has date may be extended in writing by counsel to the Debtors (electronic mail among counsel being sufficient); provided that the right to terminate this Agreement under this Section 8(d)(9) shall not been stayed, reversed or vacated within twenty be available to the Debtors if any Debtor is then in material breach of the EPCA and such breach proximately caused the failure of the Plan to go effective by the Effective Date Deadline; or (2010) business days after such issuancethe termination of the EPCA in accordance with its terms.

Debtor Termination Events. Any Debtor The Debtors (and with regard to Section 9.03(e) any of the Debtors) may terminate their obligations and liabilities under this Agreement as to itself only upon two (2) business days prior written notice delivered to all parties the Parties identified in Section 12.09 in accordance with Section 11.12 hereof 12.09 hereof, upon the occurrence of any of the following events:events (each, a “Debtor Termination Eve nt” and, together with the Creditor Termination Events, the “Termination Events”): (a) The the breach in any material respect by one or more of the Commitment Parties Consenting Creditors of any of the undertakings, representations, warranties or covenants of the Commitment Parties Consenting Creditors set forth herein, herein which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is remains uncured for a period of ten five (105) business days after the receipt by the breaching Consenting Creditor(s) of written notice in accordance with Section 11.12 of such breach from any the Debtors; provided, however, that the Debtors shall not have the right to terminate this Agreement if the remaining non-breaching Party, other than with respect Consenting Creditors have sufficient holdings to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement)constitute Requisite Noteholders and/or Requisite Certificateholders; (b) The board the occurrence of directors, board of managers, or such similar governing body of any Debtor reasonably determines in good faith after consultation with outside counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable lawPlan Support Outside Date; provided, that however, that: (i) if all regulatory approvals with respect to consummation of the Debtors provide notice Plan have been obtained before October 31, 2019, and so long as the Consenting Creditors are not in material breach of such determination their obligations under this Agreement, then the Plan Support Outside Date automatically shall be extended to and be thirty (30) days following receipt of the Commitment last-receive d regulatory approval; and (ii) if all regulatory approvals with respect to consummation of the Plan have not been obtained before October 31, 2019, and so long as the Requisite Supporting Parties within three (3) business days prior to are not in material breach of their obligations under this Agreement, then the date Plan Support Outside Date shall be extended at the request of such terminationthe Debtors, on the one hand, or the Requisite Supporting Parties, on the other hand until December 31, 2019; (c) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On on the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor the Debtors of its their obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines or declining to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and; (ed) The the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance; and (e) exercise by any of the Debtors of its “fiduciary out” as debtors-in- possession as provided for in Section 5.02(b) of this Agreement.

Debtor Termination Events. Any Debtor may terminate this Agreement (the “Terminating Company Party”) as to itself only all Parties (except as expressly provided below) upon prior written notice to all parties notice, delivered in accordance with Section 11.12 hereof 11.10 hereof, upon the occurrence of any of the following events: (a) The the breach in any material respect by one or more of the Commitment Parties of any of the undertakingsrepresentation, representationswarranty, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions covenant as set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties the Consenting Creditors that are included in the Approved Plan or the Restructuring Term Sheet but not in this Agreement are to be considered “covenants” of such PartiesConsenting Creditors, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision provisions in the Approved Plan or the Restructuring Term Sheet to be restated contained in this Agreement)) that would have a material adverse effect on the Restructuring Transactions in any material respect, by one or more Consenting Creditors that remains uncured (to the extent curable) for five (5) Business Days after the Terminating Company Parties transmit a written notice in accordance with Section 11.10 detailing any such breach; provided that if the termination is due to a breach by Tema, the termination by the Terminating Company Party shall only terminate the Agreement between the Terminating Company Party and Tema; (b) The the board of directors, board of managers, or such similar governing body of any Debtor reasonably determines in good faith Company Party determines, after consultation consulting with outside counsel legal counsel, (i) that continued performance under this Agreement proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties under or applicable law; providedlaw or (ii) in the exercise of its fiduciary duties, that the Debtors provide notice of such determination to the Commitment Parties within three pursue an Alternative Proposal (3) business days prior to the date of such terminationa “Fiduciary Out”); (c) The Requisite Commitment Parties give a notice of the termination of this Agreement; Agreement by (da) On the date that an order is entered by Consenting Revolving Credit Agreement Lenders, (b) the Bankruptcy Court Consenting Secured Noteholders, or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsectionc); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20) business days after such issuance.

Debtor Termination Events. Any Debtor This agreement may terminate this Agreement as be terminated with respect to itself only all Parties upon prior one (1) business day’s written notice thereof by the Debtors to all parties the other Parties in accordance with Section 11.12 hereof 11(l) hereof, upon the occurrence of any of the following events, in each case after the Agreement Effective Date; provided, however, that the Debtors may not seek to terminate this Agreement based upon a breach of this Agreement by any other Party arising primarily out of the Debtors’ own actions in material breach of this Agreement: (a1) The the breach by any of the Plan Sponsors of any obligation, commitment, agreement, representation, warranty, covenant, or other provision contained in this Agreement in any material respect by one or more of the Commitment Parties of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth hereinrespect, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation overall acceptance, implementation, or consummation of the Restructuring Transactions on the terms and conditions set forth in this Agreement (including and the Term Sheet) Plan and (ii) remains uncured for a period of five (5) business days after the receipt by the other Parties of written notice of such breach from the Debtors, other than with respect to any breach that is incurable, for which no cure period shall be required or apply; (2) the termination of this Agreement in accordance with its terms by any of the Plan Sponsors; (3) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction (including the Bankruptcy Court), of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring, which action remains uncured for a period of ten (10) business days after the receipt by the Parties of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement)event; (b4) The board of directors, board of managers, or such similar governing body of any Debtor reasonably the Company Board determines in good faith after consultation faith, based upon advice of outside counsel, that proceeding with outside counsel that continued performance under this Agreement the Restructuring contemplated herein and in the Plan, and confirmation and consummation of the Plan, would be inconsistent with the exercise of its fiduciary duties under applicable law; provided, provided that the Debtors provide shall give prompt written notice of such determination to counsel to the Commitment Parties within three Plan Sponsors of any determination in accordance with this Section 8(d)(4) (3) business days prior to the date of such terminationelectronic mail among counsel being sufficient); (c5) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction enters an order denying confirmation of the Approved Plan, the effect of which would render the Plan or declining to approve incapable of consummation on the Disclosure Statement (in each caseterms set forth herein; provided that, unless caused by a default by any Debtor for the avoidance of its obligations hereunderdoubt, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d8(d)(5) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial ministerial, administrative or administrative immaterial modifications to the Approved Plan or Disclosure Statement; andPlan; (e6) The issuance by any governmental authority, including any regulatory authority the Bankruptcy Court (or other court of competent jurisdiction) enters an order (i) directing the appointment of an examiner (other than an independent fee examiner) with expanded powers or a trustee in any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing any finalof the Chapter 11 Cases, non-appealable ruling, judgment or order enjoining (iv) the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement; (7) any of the Plan Sponsors propose or explicitly support any Alternative Transaction without the prior written consent of the Debtors that has a material adverse effect on the consummation of a material portion the Restructuring; (8) the Effective Date of the Restructuring TransactionsPlan has not occurred by the Effective Date Deadline; (9) all conditions to effectiveness or closing in the EPCA are not satisfied or waived by the Effective Date Deadline, which ruling, judgment or order has date may be extended in writing by counsel to the Debtors (electronic mail among counsel being sufficient); provided that the right to terminate this Agreement under this Section 8(d)(9) shall not been stayed, reversed or vacated within twenty be available to the Debtors if any Debtor is then in material breach of the EPCA and such breach proximately caused the failure of the Plan to go effective by the Effective Date Deadline; or (2010) business days after such issuancethe termination of the EPCA in accordance with its terms.

Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only all Parties upon prior written notice to all parties Parties in accordance with Section 11.12 15.11 hereof upon the occurrence of any of the following events: (a) The the breach in any material respect by one or more of the Commitment Parties Consenting Stakeholders of any of the undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act (i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring Transactions on the terms and conditions provision set forth in this Agreement (including the Term Sheet) and (ii) is that remains uncured for a period of ten five (105) business days Business Days after the receipt by the Consenting Stakeholders of written notice in accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this Agreement)breach; (b) The the board of directors, board of managers, or such similar governing body of any Debtor reasonably determines determines, in good faith faith, after consultation consulting with outside counsel counsel, (i) that continued performance under this Agreement proceeding with any of the Restructuring Transactions would be inconsistent with the exercise constitute a breach of its fiduciary duties under applicable law; providedLaw, that or (ii) in the Debtors provide notice exercise of such determination its fiduciary duties, to the Commitment Parties within three (3) business days prior to the date of such terminationpursue an Alternative Restructuring Proposal; (c) The Requisite Commitment Parties give a notice of termination of this Agreement; (d) On the date that an order is entered by the Bankruptcy Court or a court of competent jurisdiction denying confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection); provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.02(d) if the Bankruptcy Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of ministerial or administrative modifications to the Approved Plan or Disclosure Statement; and (e) The issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment ruling or order enjoining that (i) enjoins the consummation of a material portion of the Restructuring TransactionsTransactions and (ii) remains in effect for ten (10) Business Days after such terminating Debtor transmits a written notice in accordance with Section 15.11 hereof detailing any such issuance; provided, which ruling, judgment that this termination right shall not apply to or be exercised by any Debtor that sought or requested such ruling or order has in contravention of any obligation or restriction set out in this Agreement; (d) the reversal, stay, dismissal, vacation, reconsideration, modification or amendment of the order of the Bankruptcy Court approving the Disclosure Statement or the Confirmation Order after it is entered in a manner that is not been stayed, reversed or vacated within twenty reasonably acceptable to the Required Consenting Stakeholders; or (20e) business days after such issuancethe Bankruptcy Court enters an order denying confirmation of the Plan.