Common use of Plan Sponsor Termination Events Clause in Contracts

Plan Sponsor Termination Events. This Agreement shall be automatically terminated as to all Parties upon the occurrence and continuation of any of the following events (each, a “Plan Sponsor Termination Event”), unless the Plan Sponsor waives such Plan Sponsor Termination Event in writing within 3 business days of the Plan Sponsor’s actual knowledge of the occurrence of such Plan Sponsor Termination Event: (a) Plan Sponsor Termination Events: (i) any of the events listed in Section 3.02(b) do not occur by the date required by Section 3.02(b); (ii) a Termination Date (as defined in the DIP Agreement) occurs; (iii) the exercise of any rights or remedies by the Euro Noteholders, the trustee (or other agent) under the Euro Notes Indenture, or such parties’ agents or representatives under the Euro Notes Indenture (excluding the appearance, participation or filing of motions, objections or other pleadings by any such parties or their respective agents or representatives in the Bankruptcy Court in the Chapter 11 Cases); (iv) any event or occurrence that has the effect of causing the Boardriders Waiver to cease to be in full force and effect other than in accordance with the terms of the Boardriders Waiver; (v) the breach in any respect by the Quiksilver Entities of (or failure to satisfy) any of the obligations, representations, warranties, or covenants set forth in this Agreement (excluding those set forth in Section 3.02(b) hereof) and failure to cure such breach within 5 business days of the Debtors receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor of such breach; (vi) the Debtors file any motion, pleading, or related document with the Bankruptcy Court in a manner that is inconsistent in any respect with this Agreement or Term Sheets, and such motion, pleading, or related document has not been withdrawn after 3 business days of the Debtors receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor that such motion, pleading, or related document violates this Section 5.01(a)(iii); (vii) the Bankruptcy Court enters an order approving debtor-in-possession financing or exit financing (unless described in the DIP Agreement or otherwise agreed to by the Plan Sponsor); (viii) any of the Definitive Documents or any order entered by the Bankruptcy Court related thereto shall have been modified, abrogated, terminated, or otherwise are not in full force and effect, in each case without the consent of the Plan Sponsor; (ix) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Restructuring in a way that cannot be reasonably remedied by the Debtors in a manner that is satisfactory to the Plan Sponsor; (x) the Bankruptcy Court enters an order (i) directing the appointment of an examiner with expanded powers to operate the Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code or a trustee in any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Chapter 11 Cases; (xi) the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; and (xii) the Debtors exercise their “fiduciary out” as a debtor-in-possession as provided for in Section 3.01 of this Agreement, including, without limitation, by filing a motion or other document in the Bankruptcy Court seeking approval of a Superior Proposal. (b) Plan Sponsor Termination Event Resulting in Automatic Termination. Notwithstanding anything to the contrary herein, if the Restructuring, as contemplated pursuant to this Agreement, does not occur within 120 days of the Petition Date, the Plan Sponsor may terminate its obligations under this Agreement after providing written notice to the Debtors in accordance with Section 8.10 hereof.

Plan Sponsor Termination Events. This Agreement shall may be automatically terminated as (i) with respect to all any PE Sponsor, by such PE Sponsor and (ii) with respect to the Consenting Investors, by the Requisite Consenting Investors, in each case, by delivering to the other Parties one (1) business day’s written notice in accordance with Section 11(l) hereof, upon the occurrence and continuation of any of the following events events, in each case after the Agreement Effective Date; provided, however, that neither any PE Sponsor nor the Requisite Consenting Investors may seek to terminate this Agreement based upon a breach of this Agreement by any Debtor arising primarily out of any such PE Sponsor’s or any Consenting Investor’s own actions, respectively: (each1) the breach by any Debtor of any obligation, commitment, agreement, representation, warranty, covenant, or other provision contained in this Agreement in any material respect, which breach (i) would materially and adversely impede or interfere with the overall acceptance, implementation, or consummation of the Restructuring on the terms and conditions set forth in this Agreement and the 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 terminating Plan Sponsor, 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 this Section 8(a) by any PE Sponsor Termination Event”)or the Requisite Consenting Investors or in accordance with Section 8(d) by the Debtors; (3) the Bankruptcy Court approves or authorizes an Alternative Transaction or any of the Debtors (i) enters into any Contract (as defined in the EPCA) providing for the consummation of any Alternative Transaction, (ii) files any motion or application seeking authority to propose, join in or participate in the formation of any actual or proposed Alternative Transaction, or (iii) publicly announces its intention to take any such action listed in this Section 8(a)(3) or to materially breach its obligations under Section 5(f)(24) hereof; (4) the failure by the Debtors to meet any of the Milestones as a result of the failure by any Debtor to use commercially reasonable efforts to reach such Milestone, unless such Milestone is extended in accordance with Section 4 hereof; (5) the issuance by any governmental authority (including any regulatory authority or any court of competent jurisdiction) of any injunction, judgment, decree, charge, ruling or order that, in each case, would have an adverse effect on a material provision of this Agreement or a material portion of the Restructuring or the Plan or a material adverse effect on the Debtors’ businesses, unless the Plan Sponsor waives Debtors have sought a stay of such Plan Sponsor Termination Event in writing injunction, judgment, decree, charge, ruling, or order within 3 fifteen (15) business days after the date of such issuance, and such injunction, judgment, decree, charge, ruling, or order is reversed or vacated within twenty (20) business days after the date of such issuance; (6) an examiner (other than an independent fee examiner) with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code, a trustee, or a receiver shall have been appointed in the Chapter 11 Cases; (7) the Debtors withdraw the Plan or the Bankruptcy Court enters an order denying confirmation of the Plan, the effect of which would render the Plan incapable of consummation on the terms set forth herein; provided that, for the avoidance of doubt, no Party shall have the right to terminate this Agreement pursuant to this Section 8(a)(7) if the Bankruptcy Court denies confirmation of the Plan Sponsor’s actual knowledge subject only to the making of ministerial, administrative, or immaterial modifications to the Plan; (8) the (i) conversion of one or more of the occurrence Chapter 11 Cases of the Debtors to a case under chapter 7 of the Bankruptcy Code or (ii) dismissal of one or more of the Chapter 11 Cases of the Debtors, unless such Plan Sponsor Termination Event:conversion or dismissal, as applicable, is made with the prior written consent of the PE Sponsors; (a9) Plan Sponsor Termination Events: (i) any of the events listed in Section 3.02(b) do not occur by the date required by Section 3.02(b); (ii) a Termination Date (as defined in the DIP Agreement) occurs; (iii) the exercise of any rights or remedies by the Euro NoteholdersDefinitive Documents, the trustee (or other agent) under the Euro Notes Indentureafter completion, or such parties’ agents or representatives under the Euro Notes Indenture (excluding the appearancecontain terms, participation or filing of motions, objections or other pleadings by any such parties or their respective agents or representatives in the Bankruptcy Court in the Chapter 11 Cases); (iv) any event or occurrence that has the effect of causing the Boardriders Waiver to cease to be in full force and effect other than in accordance with the terms of the Boardriders Waiver; (v) the breach in any respect by the Quiksilver Entities of (or failure to satisfy) any of the obligationsconditions, representations, warranties, or covenants set forth in that are materially inconsistent with the terms of this Agreement Agreement, (excluding those set forth in Section 3.02(bii) hereof) and failure to cure such breach within 5 business days any of the Debtors receiving written notice Definitive Documents shall have been materially amended or modified in a manner rendering such Definitive Document materially inconsistent with the terms of this Agreement, in each case, without the consent of the PE Sponsors or the Requisite Consenting Investors, as applicable, in accordance with Section 8.10 hereof from their approval rights under this Agreement and the Plan Sponsor Plan, or (iii) in the case of a Definitive Document that is also an order (including the Confirmation Order), such order shall have been reversed, vacated or modified in a manner materially inconsistent with this Agreement, without the prior written consent of the PE Sponsors and, to the extent the Consenting Investors have a consent right with respect to such Definitive Document, the Requisite Consenting Investors, unless the Debtors have sought a stay of the order causing such reversal, vacatur or modification within five (5) business days after the date of such breachissuance, and such order is stayed, reversed or vacated within ten (10) business days after the date of such issuance; (vi10) any Debtor files a motion or application (or a series of motions or applications) seeking authority to sell in a single sale, or in a series of sales that in the aggregate would constitute, all or a material portion of its assets or equity interests without the prior written consent of the PE Sponsors; (11) the Debtors file any motion, pleading, or related document with a motion seeking authority to enter into post-petition DIP financing without the Bankruptcy Court in a manner that is inconsistent in any respect with this Agreement or Term Sheets, and such motion, pleading, or related document has not been withdrawn after 3 business days prior written consent of the Debtors receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor that such motion, pleading, or related document violates this Section 5.01(a)(iii)PE Sponsors; (vii12) the Bankruptcy Court enters an order approving debtor-in-possession financing or exit financing (unless described in granting relief from the DIP Agreement or otherwise agreed automatic stay imposed by Bankruptcy Code section 362 authorizing any party to by proceed with regard to any material asset of the Plan Sponsor)Debtors and such relief has a material adverse effect on the Restructuring; (viii13) any the Debtors materially breach their obligations under Section 5(f)(24) of the Definitive Documents or any order entered by this Agreement; (14) the Bankruptcy Court related thereto shall have been modified, abrogated, terminatedgrants relief that (i) is inconsistent with this Agreement in any material respect or (ii) would, or otherwise are not in full force and effectwould reasonably be expected to, in each case without materially frustrate the consent purposes of the Plan Sponsor; (ix) the issuance by any governmental authoritythis Agreement, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining by preventing the consummation of the Restructuring Restructuring, unless the Debtors have sought a stay of such relief within seven (7) business days after the date of such issuance, and such order is stayed reversed or vacated within fourteen (14) business days after the date of such issuance; or (15) all conditions to effectiveness or closing in a way the EPCA are not satisfied or waived by the Effective Date Deadline, in accordance therewith, which date may be extended in writing by the Requisite Commitment Parties (electronic mail among counsel being sufficient); provided that canthe right to terminate this Agreement under this Section 8(a)(15) shall not be reasonably remedied available to any Party if any Plan Sponsor is then in material breach of the EPCA and such breach proximately caused the failure of the Plan to go effective by the Debtors in a manner that is satisfactory to the Plan Sponsor; (x) the Bankruptcy Court enters an order (i) directing the appointment of an examiner with expanded powers to operate the Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code or a trustee in any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Chapter 11 Cases; (xi) the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; and (xii) the Debtors exercise their “fiduciary out” as a debtor-in-possession as provided for in Section 3.01 of this Agreement, including, without limitation, by filing a motion or other document in the Bankruptcy Court seeking approval of a Superior ProposalEffective Date Deadline. (b) Plan Sponsor Termination Event Resulting in Automatic Termination. Notwithstanding anything to the contrary herein, if the Restructuring, as contemplated pursuant to this Agreement, does not occur within 120 days of the Petition Date, the Plan Sponsor may terminate its obligations under this Agreement after providing written notice to the Debtors in accordance with Section 8.10 hereof.

Plan Sponsor Termination Events. This Agreement shall be automatically terminated as to all Parties upon the occurrence and continuation of any Each of the following events (each, constitutes a “Plan Sponsor Termination Event”), unless the Plan Sponsor waives such Plan Sponsor Termination Event in writing within 3 business days of the Plan Sponsor’s actual knowledge of the occurrence of such Plan Sponsor Termination Event: (a) Plan Sponsor Termination Events: (i) any of the events listed in Section 3.02(b) do hereof does not occur by the date required by Section 3.02(b)dates set forth therein; (ii) a Termination Date (as defined in either the Interim Financing Order or the DIP Credit Agreement) occurs; (iii) the exercise of any rights or remedies by the Euro Noteholders, the trustee (or other agent) under the Euro Notes Indenture, or such parties’ agents or representatives under the Euro Notes Indenture (excluding the appearance, participation or filing of motions, objections or other pleadings by any such parties or their respective agents or representatives in the Bankruptcy Court in the Chapter 11 Cases); (iv) any event or occurrence that has the effect of causing the Boardriders Waiver to cease to be in full force and effect other than in accordance with the terms of the Boardriders Waiver; (v) the breach in any respect by any Debtor or the Quiksilver Entities Required Consenting Senior Noteholders of (or failure to satisfy) any of the their respective obligations, representations, warranties, or covenants set forth in this Agreement (excluding those set forth in Section 3.02(b) hereof) and failure to cure such breach within 5 business days five (5) Business Days of the Debtors or the Required Consenting Senior Noteholders, as applicable, receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor of such breachbreach in accordance with Section 9.10 hereof; (viiv) the Debtors or the Required Consenting Senior Noteholders file any motion, pleading, any Definitive Document, or related document with the Bankruptcy Court in a manner that is inconsistent in any respect with this Agreement Agreement, the Restructuring Term Sheet, the Interim Financing Order, or Term Sheetsthe DIP Credit Agreement, and such motion, pleading, or related document has not been withdrawn after 3 business days three (3) Business Days of the Debtors or the Required Consenting Senior Noteholders receiving written notice in accordance with Section 8.10 9.10 hereof from the Plan Sponsor that such motion, pleading, or related document violates this Section 5.01(a)(iii5.01(a)(iv); (viiv) the Bankruptcy Court enters an order approving debtor-in-possession financing or exit financing (unless described in that is inconsistent with the DIP Agreement or Restructuring Term Sheet and otherwise not agreed to by the Plan Sponsor); (viiivi) any of the Definitive Documents Documents, the Interim Financing Order, the Final Financing Order or any other order entered by the Bankruptcy Court related thereto shall have been modified, abrogated, terminated, or otherwise are is not in full force and effect, in each case without the consent of the Plan Sponsor; (ixvii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Restructuring in a way that cannot be reasonably remedied by the Debtors in a manner that is satisfactory does not prevent or diminish in a material way compliance with the terms of this Agreement, the Restructuring Term Sheet, the Interim Financing Order, or the DIP Credit Agreement; provided that the Debtors shall have ten (10) Business Days after receiving such ruling or order to cure any breach in a manner that does not prevent or diminish in a material way compliance with the Plan Sponsorterms of this Agreement, the Restructuring Term Sheet, the Interim Financing Order, or the DIP Credit Agreement; (xviii) the Bankruptcy Court enters an order (iA) directing the appointment of an examiner with expanded powers to operate the Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code or a trustee in any of the Chapter 11 Cases, (iiB) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iiiC) dismissing any of the Chapter 11 Cases; (xiix) the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; andprovided that the Plan Sponsor must provide notice (in accordance with Section 9.10 hereof) of its intention to terminate its obligations and liabilities under this Agreement with respect to the foregoing no more than 10 days following entry of any such order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; (xiix) the Debtors board of directors (or the members of any other governing body performing a similar function) of any Debtor determines, after consultation with its legal counsel, that proceeding with the transactions contemplated by this Agreement would be inconsistent with the continued exercise of their “fiduciary out” as a debtor-in-possession as provided for in Section 3.01 of this Agreement, including, without limitation, duties (including by filing a motion or other document in the Bankruptcy Court seeking approval of a Superior Proposal.); or (bxi) the Company determines, after reasonable due diligence, investigation and analysis, that aggregate prepetition general unsecured claims (other than prepetition general unsecured claims on account of or related to the First Lien Facility Claims, Second Lien Facility Claims, Senior Note Claims, and/or the Citrus Earn Out Claim) asserted against any Debtor are reasonably likely to exceed $35,000,000, which determination shall be made and distributed to counsel to the Plan Sponsor Termination Event Resulting in Automatic Termination. Notwithstanding anything to and the contrary herein, if the Restructuring, as contemplated pursuant to this Agreement, does not occur within 120 Initial Consenting Senior Noteholders no later than 15 calendar days of after the Petition Date, the Plan Sponsor may terminate its obligations under this Agreement after providing written notice to the Debtors in accordance with Section 8.10 hereof.

Plan Sponsor Termination Events. This Agreement shall be automatically terminated as to all Parties upon the occurrence and continuation of any of the following events (each, a “Plan Sponsor Termination Event”), unless the Plan Sponsor waives such Plan Sponsor Termination Event in writing within 3 business days of the Plan Sponsor’s actual knowledge of the occurrence of such Plan Sponsor Termination Event: (a) Plan Sponsor Termination Events: (i) any of the events listed in Section 3.02(b) do not occur by the date required by Section 3.02(b); (ii) a Termination Date (as defined in the DIP Agreement) occurs; (iii) the exercise of any rights or remedies by the Euro Noteholders, the trustee (or other agent) under the Euro Notes Indenture, or such parties’ agents or representatives under the Euro Notes Indenture (excluding the appearance, participation or filing of motions, objections or other pleadings by any such parties or their respective agents or representatives in the Bankruptcy Court in the Chapter 11 Cases); (iv) any event or occurrence that has the effect of causing the Boardriders Waiver to cease to be in full force and effect other than in accordance with the terms of the Boardriders Waiver; (v) the breach in any respect by the Quiksilver Entities of (or failure to satisfy) any of the obligations, representations, warranties, or covenants set forth in this Agreement (excluding those set forth in Section 3.02(b) hereof) and failure to cure such breach within 5 business days of the Debtors receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor of such breach; (vi) the Debtors file any motion, pleading, or related document with the Bankruptcy Court in a manner that is inconsistent in any respect with this Agreement or Term Sheets, and such motion, pleading, or related document has not been withdrawn after 3 business days of the Debtors receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor that such motion, pleading, or related document violates this Section 5.01(a)(iii); (vii) the Bankruptcy Court enters an order approving debtor-in-possession financing or exit financing (unless described in the DIP Agreement or otherwise agreed to by the Plan Sponsor); (viii) any of the Definitive Documents or any order entered by the Bankruptcy Court related thereto shall have been modified, abrogated, terminated, or otherwise are not in full force and effect, in each case without the consent of the Plan Sponsor; (ix) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Restructuring in a way that cannot be reasonably remedied by the Debtors in a manner that is satisfactory to the Plan Sponsor; (x) the Bankruptcy Court enters an order (i) directing the appointment of an examiner with expanded powers to operate the Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code or a trustee in any of the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Chapter 11 Cases; (xi) the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; and (xii) the Debtors exercise their “fiduciary out” as a debtor-in-possession as provided for in Section 3.01 of this Agreement, including, without limitation, by filing a motion or other document in the Bankruptcy Court seeking approval of a Superior Proposal. (b) Plan Sponsor Termination Event Resulting in Automatic Termination. Notwithstanding anything to the contrary herein, if the Restructuring, as contemplated pursuant to this Agreement, does not occur within 120 days of the Petition Date, the Plan Sponsor may terminate its obligations under this Agreement after providing written notice to the Debtors in accordance with Section 8.10 hereof.

Plan Sponsor Termination Events. This The Plan Sponsor may terminate its obligations and liabilities under this Agreement shall be automatically terminated as upon three (3) Business Days’ prior written notice (in accordance with Section 9.10 hereof) to all Parties upon the Debtors, Xxxxxx Road, and counsel to the Required Consenting Senior Noteholders of the occurrence and continuation of any of the following events (each, a “Plan Sponsor Termination Event”), unless the Plan Sponsor waives such Plan Sponsor Termination Event in writing within 3 business days of the Plan Sponsor’s actual knowledge of the occurrence of such Plan Sponsor Termination Event:): (a) Plan Sponsor Termination Events: (i) any of the events listed in Section 3.02(b) do hereof does not occur by the date required by Section 3.02(b)dates set forth therein; (iib) a Termination Date (as defined in the Interim Financing Order (until entry of the Final Financing Order), the Final Financing Order, or the DIP Credit Agreement, as applicable) occurs; (iii) the exercise of any rights or remedies by the Euro Noteholders, the trustee (or other agent) under the Euro Notes Indenture, or such parties’ agents or representatives under the Euro Notes Indenture (excluding the appearance, participation or filing of motions, objections or other pleadings by any such parties or their respective agents or representatives in the Bankruptcy Court in the Chapter 11 Cases); (iv) any event or occurrence that has the effect of causing the Boardriders Waiver to cease to be in full force and effect other than in accordance with the terms of the Boardriders Waiver; (vc) the breach in any respect by any Debtor, Xxxxxx Road, or the Quiksilver Entities Required Consenting Senior Noteholders of (or failure to satisfy) any of the their respective obligations, representations, warranties, or covenants set forth in this Agreement (excluding those set forth in Section 3.02(b) hereof) and failure to cure such breach within 5 business days five (5) Business Days of the Debtors Debtors, Xxxxxx Road, or the Required Consenting Senior Noteholders, respectively, receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor of such breachbreach in accordance with Section 9.10 hereof; (vid) the Debtors Debtors, Xxxxxx Road, or the Required Consenting Senior Noteholders file any motion, pleading, any Definitive Document, or related document with the Bankruptcy Court in a manner that is inconsistent in any respect with this Agreement Agreement, the Restructuring Term Sheet, the Final Financing Order, or Term Sheetsthe DIP Credit Agreement, and such motion, pleading, or related document has not been withdrawn after 3 business days three (3) Business Days of the Debtors Debtors, Xxxxxx Road, and the Required Consenting Senior Noteholders, receiving written notice in accordance with Section 8.10 9.10 hereof from the Plan Sponsor that such motion, pleading, or related document violates is a Plan Sponsor Termination Event pursuant to this Section 5.01(a)(iii5.01(d); (viie) the Bankruptcy Court enters an order approving debtor-in-possession financing or exit financing (unless described in that is inconsistent with the DIP Agreement or Restructuring Term Sheet and otherwise not agreed to by the Plan Sponsor); (viiif) any of the Definitive Documents Documents, the Interim Financing Order, the Final Financing Order, or any other order entered by the Bankruptcy Court related thereto shall have been modified, abrogated, terminated, or otherwise are is not in full force and effect, in each case without the consent of the Plan Sponsor; (ixg) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Restructuring in a way that cannot be reasonably remedied by the Debtors in a manner that is satisfactory does not prevent or diminish in a material way compliance with the terms of this Agreement, the Restructuring Term Sheet, the Final Financing Order, or the DIP Credit Agreement; provided that the Debtors shall have ten (10) Business Days after receiving such ruling or order to cure any breach in a manner that does not prevent or diminish in a material way compliance with the Plan Sponsorterms of this Agreement, the Restructuring Term Sheet, the Final Financing Order, or the DIP Credit Agreement; (xh) the Bankruptcy Court enters an order (iA) directing the appointment of an examiner with expanded powers to operate the Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code or a trustee in any of the Chapter 11 Cases, (iiB) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iiiC) dismissing any of the Chapter 11 Cases; (xii) the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; andprovided that the Plan Sponsor must provide notice (in accordance with Section 9.10 hereof) of its intention to terminate its obligations and liabilities under this Agreement with respect to the foregoing no more than 10 days following entry of any such order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; or (xiij) the Debtors board of directors (or the members of any other governing body performing a similar function) of any Debtor determines, after consultation with its legal counsel, that proceeding with the transactions contemplated by this Agreement would be inconsistent with the continued exercise of their “fiduciary out” as a debtor-in-possession as provided for in Section 3.01 of this Agreement, including, without limitation, duties (including by filing a motion or other document in the Bankruptcy Court seeking approval of a Superior Proposal). (b) Plan Sponsor Termination Event Resulting in Automatic Termination. Notwithstanding anything to the contrary herein, if the Restructuring, as contemplated pursuant to this Agreement, does not occur within 120 days of the Petition Date, the Plan Sponsor may terminate its obligations under this Agreement after providing written notice to the Debtors in accordance with Section 8.10 hereof.

Plan Sponsor Termination Events. This Agreement shall be automatically terminated as Upon written notice from the Requisite Plan Sponsors delivered in accordance with Section 23 hereof (with a copy of such written notice delivered to all Parties upon Parties), at any time (X) in the event a CHC Fiduciary Action (as defined below) occurs (whether or not notice of such is provided) or (Y) the occurrence and continuation during the continuance of any of the following events (eachevents, a “Plan Sponsor Termination Event”)in each case, unless the Plan Sponsor waives such Plan Sponsor Termination Event waived in writing within 3 business days of by the Requisite Plan Sponsor’s actual knowledge of Sponsors, the occurrence of Requisite Plan Sponsors may terminate this Agreement with respect to all Parties, and no failure or delay by the Requisite Plan Sponsors in exercising their right to terminate this Agreement shall operate as a waiver thereof or limit in any way such Plan Sponsor Termination Event: (a) Plan Sponsor Termination Eventstermination right: (i) the breach (other than an immaterial breach) by the CHC Parties or the Milestone Parties of any of the events listed in Section 3.02(b) do not occur by the date required by Section 3.02(b); (ii) a Termination Date (as defined in the DIP Agreement) occurs; (iii) the exercise of any rights or remedies by the Euro Noteholders, the trustee (or other agent) under the Euro Notes Indenture, or such parties’ agents or representatives under the Euro Notes Indenture (excluding the appearance, participation or filing of motions, objections or other pleadings by any such parties or their respective agents or representatives in the Bankruptcy Court in the Chapter 11 Cases); (iv) any event or occurrence that has the effect of causing the Boardriders Waiver to cease to be in full force and effect other than in accordance with the terms of the Boardriders Waiver; (v) the breach in any respect by the Quiksilver Entities of (or failure to satisfy) any of the obligations, representations, warranties, warranties or covenants set forth in this Agreement (excluding those set forth or the failure of the CHC Parties or the Milestone Parties to act in Section 3.02(b) hereof) and a manner materially consistent with this Agreement, which breach or failure to cure such breach within 5 act remains uncured for a period of four (4) business days after the receipt of the Debtors receiving written notice in accordance with Section 8.10 23 hereof of such breach from the Requisite Plan Sponsor Sponsors, other than with respect to any breach of such breachthe compliance with any of the milestones set forth in Section 6(a)(ii) and any other breach that is uncurable, for which no notice or cure period shall be required or apply; (viii) upon the Debtors failure of the CHC Parties to: (A) obtain entry of the PSA Approval Order by the Bankruptcy Court as soon as reasonably practicable and in no event later than thirty-one (31) days after the date of this Agreement; (B) file any motion, pleading, or related document the CHC Plan and CHC Disclosure Statement with the Bankruptcy Court by no later than November 4, 2016, which CHC Plan and CHC Disclosure Statement shall be in a manner that is inconsistent in any respect with this Agreement or Term Sheetsall respects reasonably acceptable to the CHC Parties, the Requisite Plan Sponsors and such motion, pleading, or related document has not been withdrawn after 3 business days of the Debtors receiving written notice in accordance with Section 8.10 hereof from the Plan Sponsor that such motion, pleading, or related document violates this Section 5.01(a)(iii)UCC; (viiC) [reserved]; (D) obtain entry of the CHC Disclosure Statement Order and the Rights Offering Order by the Bankruptcy Court no later than December 9, 2016, which orders shall be reasonably acceptable to the CHC Parties, Plan Sponsors and the UCC; (E) commence the Solicitation and Rights Offering no later than four (4) business days after both the entry of the CHC Disclosure Statement Order and the order approving the Rights Offering Procedures by the Bankruptcy Court; (F) obtain the entry by the Bankruptcy Court of the Final Cash Collateral Order by no later than October 18, 2016, which order is reasonably acceptable in all respects to the CHC Parties, Plan Sponsors and the UCC; provided, however, if the Final Cash Collateral Order is not entered by October 18, 2016, the CHC Parties, the Requisite Plan Sponsors and the UCC shall agree to a further Interim Cash Collateral Order through November 3, 2016, and the Final Cash Collateral Order reasonably acceptable in all respects to the CHC Parties, the Requisite Plan Sponsors and the UCC, shall be entered by no later than November 3, 2016; (G) obtain the entry of a Final Order confirming the CHC Plan pursuant to section 1129 of the Bankruptcy Code (the “Confirmation Order”) by no later than March 3, 2017, which CHC Plan and Confirmation Order are reasonably acceptable to the CHC Parties, Plan Sponsors and the UCC; or (H) cause the Effective Date to have occurred no later than thirty (30) days after the Bankruptcy Court’s entry of the Confirmation Order; (iii) the Bankruptcy Court enters an order approving debtor-in-possession financing or exit financing (unless described in denies the DIP Agreement or otherwise agreed to by the Plan Sponsor)PSA Approval Motion; (viiiiv) any of the Definitive Documents or any an order is entered by the Bankruptcy Court related thereto shall have been modified, abrogated, terminated, or otherwise are not in full force and effecta court of competent jurisdiction denying confirmation of the CHC Plan or denying approval of the CHC Disclosure Statement (unless, in each case without the consent either case, caused by a default of the Plan SponsorSponsors of their obligations hereunder, in which event the Plan Sponsors shall not have the right to terminate this Agreement under this clause (iv)); (ixv) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling ruling, judgment or order enjoining the consummation of a material portion of the Restructuring in a way that canand such ruling or order is not be reasonably remedied by the Debtors in a manner that is satisfactory to the Plan Sponsorvacated within fourteen (14) days; (xvi) the Bankruptcy Court enters having entered an order (iA) directing the appointment of an examiner with expanded powers to operate the Debtors’ businesses pursuant to section 1104 of the Bankruptcy Code or a trustee in any of the Chapter 11 Casestrustee, (iiB) converting any of the Chapter 11 CHC Cases (except for a CHC Case of an immaterial direct or indirect subsidiary of the Company) to cases a case under chapter 7 of the Bankruptcy Code, or (iiiC) dismissing any of the Chapter 11 CHC Cases, or (D) vacating, extending, terminating, amending or modifying in any material respect the Cash Collateral Orders without the consent of the Requisite Plan Sponsors in accordance with their approval rights under Section 2(b); (vii) upon the CHC Parties filing any motion or other request for relief seeking to (A) appoint an examiner with expanded powers or a trustee, (B) convert any of the CHC Cases to a case under chapter 7 of the Bankruptcy Code or (C) dismiss any of the CHC Cases; (viii) upon the withdrawal, waiver, amendment or modification by the CHC Parties of the CHC Plan or any of the other Restructuring Documents or the filing of a pleading or notice seeking to withdraw, waive, amend or modify any term or condition of the CHC Plan or any of the other Restructuring Documents, which withdrawal, waiver, amendment, modification or filing is not acceptable to the Requisite Plan Sponsors in accordance with their approval rights under Section 2(b); (ix) the CHC Parties take any action or file any Restructuring Document with the Bankruptcy Court (including any modifications or amendments thereof) that has not received the requisite approval of the Requisite Plan Sponsors under Section 2(b); (x) the CHC Parties file, propose or otherwise support any plan of liquidation, asset sale or a plan of reorganization other than the CHC Plan; (xi) the Bankruptcy Court enters grants relief that is inconsistent with this Agreement in any material respect, including confirmation of an order terminating the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code; andAlternative Transaction; (xii) the Debtors exercise their “fiduciary out” Bankruptcy Court grants relief terminating, annulling or modifying the automatic stay (as a debtor-in-possession as provided for set forth in Section 3.01 section 362 of the Bankruptcy Code) with regard to any assets of the CHC Parties having an aggregate fair market value in excess of $15,000,000; (xiii) following the date of this Agreement, includingthe CHC Parties experience any circumstance, without limitationchange, effect, event, occurrence, state of facts or development, either alone or in combination that has had, or is reasonably likely to have a Material Adverse Effect; (xiv) the termination of the (A) Backstop Agreement or (B) consensual use of cash collateral under the Final Cash Collateral Order; (xv) the termination of any commitment or agreement to provide the PK Financing or the ABL Financing (if applicable) to the CHC Parties, or the failure to consummate the transaction contemplated by filing the Milestone Term Sheet and the Milestone Documents, pursuant to any of the documents related to any such commitment or agreement; (xvi) the CHC Parties fail to timely pay the fees and expenses of the Plan Sponsors as set forth in Section 12 of this Agreement; (xvii) the entry of an order by any court of competent jurisdiction invalidating, disallowing, subordinating or limiting, in any material respect, as applicable, the enforceability, priority or validity of the Senior Secured Notes Claims and the liens and security interests securing such claims; (xviii) if, other than any voluntary petition, insolvency or bankruptcy proceeding in Canada or the Cayman Islands, the detailed terms of which have been disclosed by the CHC Parties to the Plan Sponsors and the UCC (in the case of the UCC, subject to appropriate confidentiality restrictions) on or prior to the date of this Agreement (the “Foreign Proceedings Plan”), which proceedings in Canada and the Cayman Islands shall require the consent of the Requisite Plan Sponsors and UCC to be modified in a motion manner inconsistent with the Foreign Proceedings Plan, (i) an involuntary petition is filed seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other document relief in respect of (A) any CHC Party, other than an immaterial CHC Party, under any foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect or (B) any non-CHC Party subsidiary, other than an immaterial direct or indirect subsidiary of the CHC Parties, under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereinafter in effect, and such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof or a court grants the relief sought in such involuntary proceeding; or (ii) a voluntary petition is filed seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect in respect of any CHC Party without the joint agreement of the CHC Parties, the Requisite Plan Sponsors and the UCC; (xix) the failure of the CHC Parties to maintain, or be reasonably projected to have, unrestricted cash liquidity (i.e., cash, cash equivalents and unrestricted availability under any financing arrangement for general working capital purposes) as of the Effective Date (but without regard to proceeds from the Rights Offering) in the Bankruptcy Court seeking approval of a Superior Proposal.amount set forth on Schedule 6(a)(xix) (after accounting for payments to be made in connection with the Effective Date), or such lesser amount as reasonably determined by the CHC Parties, the Requisite Plan Sponsors and the UCC; or (bxx) Plan Sponsor Termination Event Resulting in Automatic Termination. Notwithstanding anything the termination of this Agreement by (A) the CHC Parties to the contrary hereinextent it terminates this Agreement with respect to any Party, if the Restructuringand not all Parties, as contemplated set forth in Section 6(e) or (B) Milestone Parties with respect to itself pursuant to this Agreement, does not occur within 120 days of the Petition Date, the Plan Sponsor may terminate its obligations under this Agreement after providing written notice to the Debtors in accordance with Section 8.10 hereof6(c).