Common use of Debtors’ Termination Events Clause in Contracts

Debtors’ Termination Events. This agreement may be terminated with respect to all Parties upon three (3) business days’ written notice by delivery by the Debtors to the other Parties in accordance with Section 9(k) hereof, upon the occurrence of any of the following events: (1) a material breach by a Supporting Lender of any representation, warranty, or covenant of such Supporting 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 five (5) business days after the receipt by such Supporting Lender of written notice of such breach; (2) the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting any of the Cases to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) business days after such issuance; (3) 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 that could reasonably be expected to prevent confirmation of the Plan in accordance with the Restructuring Term Sheet; provided, however, that the Parties shall have ten (10) business days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring in accordance with this Agreement; (4) a holder of Second Lien Claims effectuates a transfer of more than 49.9% of such holder’s Second Lien Claims to an entity other than an affiliate of such holder that is not reasonably acceptable to the Company; (5) prior to entry of the Confirmation Order by the Bankruptcy Court, the Board determines, based upon advice of counsel and outside financial advisors, in good faith and consistent with its fiduciary duties under applicable law, that proceeding with the Restructuring contemplated herein and in the Restructuring Term Sheet, and confirmation and consummation of the Plan, would be inconsistent with the exercise of its fiduciary duties under applicable law; (6) the First Lien Joinder shall not have been delivered to the Company and Lightship by December 8, 2017; or (7) the Initial Budget shall not have been agreed upon by the Company, the First Lien Lender and Lightship by December 8, 2017.

Debtors’ Termination Events. This agreement may be terminated with respect to all Parties upon three seven (37) business daysBusiness Days’ written notice by delivery by the Debtors to the other Parties Consenting Noteholders, the Administrative Agent and the Consenting Lenders in accordance with Section 9(k9(o) hereof, upon the occurrence of any of the following events:events (it being agreed, during the seven (7) Business Days’ notice period, any of the following events may be cured): (1) solely with respect to the Consenting Noteholders, a material breach by a Supporting Consenting Noteholder of any representation, warranty, or covenant of such Consenting Noteholder 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 Noteholder of written notice of such breach; provided, however, that so long as non-breaching Consenting Noteholders party hereto continue to be the beneficial owners of and/or the investment manager of the beneficial owners of at least 66-2/3% of the outstanding Second Lien Notes, such termination shall be effective only with respect to such breaching Consenting Noteholders; (2) solely with respect to the Consenting Lenders, a material breach by the Administrative Agent or a Consenting Lender of any representation, warranty, or covenant of the Administrative Agent or such Supporting 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 five seven (57) business days Business Days after the receipt by such Supporting Lender the Administrative Agent of written notice of such breach; (2) the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee; provided, (B) converting any however, that so long as non-breaching Consenting Lenders party hereto continue to hold at least 66-2/3% of the Cases outstanding First Lien Loans, such termination shall be effective only with respect to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) business days after such issuancebreaching Consenting Lenders; (3) 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 that could reasonably be expected to prevent confirmation consummation of the Plan in accordance with the Restructuring Term SheetTransaction; provided, however, that the Parties shall have ten (10) business days Business Days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring Transaction in accordance with this Agreement;; provided further that, the denial of the Settlement Approval Order by the Bankruptcy Court or a successful Challenge as to the amount of the Yield Protection Amount or Call Protection Amount shall not constitute a termination event for the Company under this clause (3) or otherwise; or (4) a holder of Second Lien Claims effectuates a transfer of more than 49.9% of such holder’s Second Lien Claims to an entity other than an affiliate of such holder that is not reasonably acceptable prior to the Company; (5) conclusion of the Auction or, if no “qualified bid” has been submitted on or prior to entry of the Confirmation Order by Bid Deadline, prior to the Bankruptcy CourtBid Deadline, the Board determines, board of directors of Xxx determines that an Alternative Transaction satisfies conditions described in Section 3(c)(16) based upon advice of counsel and outside financial advisors, in good faith and consistent with its fiduciary duties under applicable law, that proceeding with the Restructuring Transaction contemplated herein and in the Restructuring Term Sheet, and confirmation and consummation of the PlanRestructuring Transaction, would be inconsistent with the exercise of its fiduciary duties under applicable law; (6) the First Lien Joinder shall not have been delivered to the Company and Lightship by December 8, 2017; or (7) the Initial Budget shall not have been agreed upon by the Company, the First Lien Lender and Lightship by December 8, 2017.

Debtors’ Termination Events. This agreement (a) The Debtor may be terminated with respect to all Parties terminate this Agreement upon three ten (310) business days’ prior written notice by delivery by the Debtors to the other Parties notice, delivered in accordance with Section 9(k) 9.09 hereof, upon the occurrence of any of the following events: : (1a) a material the breach by a Supporting Lender 210 of any representation, warranty, or covenant of such Supporting Lender material provision 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) that remains uncured for a period of five fifteen (515) business days after the receipt by such Supporting Lender 210 of written notice of such breach; (2) the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting any of the Cases to a case under chapter 7 of the Bankruptcy Code, breach or (C) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) business days after such issuance; (3b) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, authority or any other court of competent jurisdiction, of any final, non-appealable ruling or order that could reasonably be expected to prevent confirmation enjoining the consummation of a material portion of the Plan in accordance with Restructuring. (b) If the Restructuring Term Sheet; providedDebtor determines, howeveron the advice of counsel, that it is in the Parties shall have best interest of the Debtor and its estate to terminate this Agreement to pursue an alternative transaction, the Debtor may terminate this Agreement ten (10) business days after issuance providing 210 notice in writing of its intent to terminate the Agreement to pursue an alternative transaction, provided that: (i) 210 shall have a right of first refusal to pursue any such final rulingalternative transaction on the same terms and conditions as the transaction with a third party and (ii) in the event that 210 determines not to pursue any such transaction, judgment or order 210 shall be entitled to obtain relief that would allow consummation receive a breakup fee in the amount of $500,000, with such break-up fee (the “Break-up Fee”) to become a liquidated obligation of the Restructuring Debtor on the date the Agreement terminates and shall, without the need for further action by the Debtor or 210, have an allowed administrative expense priority claim in accordance the Chapter 11 case without the need for 210 to file any motion or application with this Agreement; (4) a holder of Second Lien Claims effectuates a transfer of more than 49.9% of such holder’s Second Lien Claims to an entity other than an affiliate of such holder that is not reasonably acceptable to the Company; (5) prior to entry of the Confirmation Order by the Bankruptcy Court, the Board determinesprovided that 210 shall be entitled to file any such motion, based upon advice of counsel and outside financial advisorsapplication, in good faith and consistent with its fiduciary duties under applicable law, that proceeding or other pleading with the Restructuring contemplated herein and in Bankruptcy Court seeking the Restructuring Term Sheet, and confirmation and consummation entry of an order confirming the status of the Plan, would administrative expense priority claim that in its sole discretion it determines to be inconsistent with the exercise of in its fiduciary duties under applicable law; (6) the First Lien Joinder shall not have been delivered to the Company and Lightship by December 8, 2017; or (7) the Initial Budget shall not have been agreed upon by the Companybest interest. Furthermore, the First Lien Lender and Lightship by December 8, 2017Debtor shall be required to pay 210 the Break-up Fee within thirty (30) days of the date that the termination of the Agreement pursuant to Section 7.02(b) shall become effective.

Debtors’ Termination Events. This agreement may be terminated with respect to all Parties upon three seven (37) business daysBusiness Days’ written notice by delivery by the Debtors to the other Parties Consenting Noteholders, the Administrative Agent and the Consenting Lenders in accordance with Section 9(k) hereof, upon the occurrence of any of the following events:events (it being agreed, during the seven (7) Business Days’ notice period, any of the following events may be cured): (1) solely with respect to the Consenting Noteholders, a material breach by a Supporting Consenting Noteholder of any representation, warranty, or covenant of such Consenting Noteholder 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 Noteholder of written notice of such breach; provided, however, that so long as non-breaching Consenting Noteholders party hereto continue to be the beneficial owners of and/or the investment manager of the beneficial owners of at least 66-2/3% of the outstanding Second Lien Notes, such termination shall be effective only with respect to such breaching Consenting Noteholders; (2) solely with respect to the Consenting Lenders, a material breach by the Administrative Agent or a Consenting Lender of any representation, warranty, or covenant of the Administrative Agent or such Supporting 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 five seven (57) business days Business Days after the receipt by such Supporting Lender the Administrative Agent of written notice of such breach; (2) the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee; provided, (B) converting any however, that so long as non-breaching Consenting Lenders party hereto continue to hold at least 66-2/3% of the Cases outstanding First Lien Loans, such termination shall be effective only with respect to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) business days after such issuancebreaching Consenting Lenders; (3) 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 that could reasonably be expected to prevent confirmation consummation of the Plan in accordance with the Restructuring Term SheetTransaction; provided, however, that the Parties shall have ten (10) business days Business Days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring Transaction in accordance with this Agreement;; provided further that, the denial of the Settlement Approval Order by the Bankruptcy Court or a successful Challenge as to the amount of the Yield Protection Amount or Call Protection Amount shall not constitute a termination event for the Company under this clause (3) or otherwise; or (4) a holder of Second Lien Claims effectuates a transfer of more than 49.9% of such holder’s Second Lien Claims to an entity other than an affiliate of such holder that is not reasonably acceptable prior to the Company; (5) conclusion of the Auction or, if no “qualified bid” has been submitted on or prior to entry of the Confirmation Order by Bid Deadline, prior to the Bankruptcy CourtBid Deadline, the Board determines, board of directors of Xxx determines that an Alternative Transaction satisfies conditions described in Section 3(c)(16) based upon advice of counsel and outside financial advisors, in good faith and consistent with its fiduciary duties under applicable law, that proceeding with the Restructuring Transaction contemplated herein and in the Restructuring Term Sheet, and confirmation and consummation of the PlanRestructuring Transaction, would be inconsistent with the exercise of its fiduciary duties under applicable law; (6) the First Lien Joinder shall not have been delivered to the Company and Lightship by December 8, 2017; or (7) the Initial Budget shall not have been agreed upon by the Company, the First Lien Lender and Lightship by December 8, 2017.

Debtors’ Termination Events. This agreement (a) The Debtors may be terminated with respect terminate this Agreement as to all Parties upon three five (35) business days’ prior written notice by delivery by the Debtors to the other Parties notice, delivered in accordance with Section 9(k) ‎10.12 hereof, upon the occurrence of any of the following events: : (1i) a material the breach by a any of the Supporting Lender Noteholders of any representation, warranty, or covenant of such Supporting Lender material provision 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) that remains uncured for a period of five ten (510) business days after the receipt by such the Supporting Lender Noteholders or NGL, as applicable, of written notice of such breach; ; (2ii) the Bankruptcy Court shall have entered an order (A) directing the appointment board of an examiner directors, board of managers, or such similar governing body of any Debtor determines based on advice of counsel that proceeding with expanded powers or a trustee, (B) converting any of the Cases to a case under chapter 7 Restructuring would be inconsistent with the exercise of its fiduciary duties, including any determination by the such governing body, in its sole discretion, that an insufficient number or amount of acceptances of the Bankruptcy Code, Plan had been received as of the date set forth in Section ‎4.03(b)(i) of this Agreement to support a decision to commence the Chapter 11 Cases; or (C) dismissing any of the Cases, which order has not been stayed, reversed or vacated within ten (10) business days after such issuance; (3iii) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority, authority or any other court of competent jurisdiction, of any final, non-appealable injunction, judgment, decree, charge, ruling or order that could reasonably be expected to prevent confirmation enjoining the consummation of a material portion of the Plan in accordance with Restructuring unless the Restructuring Term Sheet; provided, however, that the Parties Supporting Noteholders shall have ten sought a stay of such injunction, judgment, decree, charge, ruling or order within five (105) business days after issuance the date of such final rulingissuance and shall have obtained relief from such injunction, judgment judgment, decree, charge, ruling or order to obtain relief within five (5) business days after such issuance that would allow consummation of the Restructuring that (i) does not prevent or diminish in accordance a material way compliance with the terms of this Agreement; Agreement or (4ii) a holder of Second Lien Claims effectuates a transfer of more than 49.9% of such holder’s Second Lien Claims to an entity other than an affiliate of such holder that is not otherwise reasonably acceptable to the Company;Company Parties. (5b) The Debtors may terminate this Agreement as to all Parties upon written notice, delivered in accordance with Section ‎10.12 hereof, if holders of at least two-thirds in amount of Claims classified in Class 2D under the Plan have not become Parties to this Agreement on or prior to entry of the Confirmation Order by the Bankruptcy Court, the Board determines, based upon advice of counsel and outside financial advisors, in good faith and consistent with its fiduciary duties under applicable law, that proceeding with the Restructuring contemplated herein and in the Restructuring Term Sheet, and confirmation and consummation of the Plan, would be inconsistent with the exercise of its fiduciary duties under applicable law; (6) the First Lien Joinder shall not have been delivered to the Company and Lightship by December 8, 2017; or (7) the Initial Budget shall not have been agreed upon by the Company, the First Lien Lender and Lightship by December 8January 5, 2017.