Common use of Terminating Events Clause in Contracts

Terminating Events. The obligation of the Holder to forbear, and to direct the Trustee to forbear, from exercising remedies, as provided herein and subject to the final paragraph of this Section 3, shall terminate upon the occurrence of any one or more of the following events (each, a “Terminating Event”): (a) The Issuer repudiates or asserts a defense to any obligation or liability under this Agreement or the Indenture or makes or pursues a claim against the Trustee or any Holder; and/or (b) The Issuer fails to observe or perform any of its agreements, conditions or undertakings set forth in the Indenture (except with respect to the Specified Defaults as expressly contemplated herein) and its agreements, conditions or undertakings set forth in this Agreement; and/or (c) The occurrence or existence of any Default or Event of Default under the Indenture (other than the Specified Defaults), or any breach or default by the Issuer of any term, covenant, condition, representation or warranty set forth in this Agreement, in each case, whether now existing or hereafter occurring; and/or (d) Any representation, warranty, statement, covenant or other agreement of the Issuer contained herein or in any financial statements of the Issuer provided to the Trustee and/or the Holder in connection herewith shall have been false or incorrect in any material respect; and/or (e) The release of the Holder Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by the Issuer or any other Person; and/or (f) The termination of any of the Other Forbearance Agreements (other than in respect of the Luxor Notes) or the amendment, modification or substitution of any of the Other Forbearance Agreements (other than in respect of the Luxor Notes) so as to render them less favorable to the Issuer than the terms of such Other Forbearance Agreements (other than in respect of the Luxor Notes) as of the effective date of this Agreement; and/or (g) The acceleration of, or exercise of any remedies with respect to, any Indebtedness listed on Schedule 2, or any document, agreement or instrument governing unsecured Indebtedness of the Issuer in excess of $20 million, in each case if not rescinded within 10 days from the date of such acceleration or exercise of remedies; and/or (h) 5:00 p.m. (Eastern time) on January 29, 2016. Notwithstanding any provision of the Indenture or this Agreement to the contrary, upon the occurrence of a Terminating Event, the Holder may, at its option, terminate the Forbearance Period and the Holder may, at its option, exercise any and all rights and remedies pursuant to the Indenture or applicable law as a result of the existence of the Specified Defaults or any Other Default in such manner as the Trustee or the Holder in their sole and exclusive discretion determine. Nothing in this Agreement, or the execution, delivery and performance of this Agreement by the Holder, is intended to, or shall, affect any of the rights and remedies (except as expressly provided herein with respect to the Specified Defaults), if any, of the Holder under the Notes (including, without limitation, this Agreement), applicable law or equity.

Terminating Events. The obligation of the Holder Administrative Agent and the Lenders to forbear, and to direct the Trustee to forbear, forbear from exercising remedies, as provided herein and subject to the final paragraph of this Section 3, shall terminate upon the occurrence of any one or more of the following events (each, a “Terminating Event”): (a) The Issuer Any Loan Party repudiates or asserts a defense to any obligation or liability under this Agreement, the Credit Agreement or the Indenture any other Loan Document or makes or pursues a claim against the Trustee Administrative Agent or any HolderLender; and/or (b) The Issuer Any Loan Party fails to observe or perform any of its agreements, conditions or undertakings set forth in the Indenture Loan Documents (except with respect to the Specified Defaults as expressly contemplated herein) and ), including, without limitation, its agreements, conditions or undertakings set forth in this Agreement; and/or (c) The occurrence or existence of any Default or Event of Default under the Indenture Credit Agreement or any other Loan Document (other than the Specified Defaults), or any breach or default by the Issuer any Loan Party of any term, covenant, condition, representation or warranty set forth in this Agreement, in each case, whether now existing or hereafter occurring; and/or (d) Any representation, warranty, statement, covenant or other agreement of the Issuer any Loan Party contained herein or in any financial statements of the Issuer any Loan Party provided to the Trustee Administrative Agent and/or the Holder Lenders in connection herewith shall have been false or incorrect in any material respect (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in any respect); and/or (e) The release of the Holder Secured Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by the Issuer any Loan Party or any other Person; and/or (f) The termination of any or expiration of the forbearance period contemplated by any Other Debt Forbearance Agreements Agreement (other than in respect as defined below) and/or any amendment, modification, supplement or waiver to any Other Debt Forbearance Agreement without the prior written consent of the Luxor Notes) or the amendment, modification or substitution of any of the Other Forbearance Agreements (other than in respect of the Luxor Notes) so as to render them less favorable to the Issuer than the terms of such Other Forbearance Agreements (other than in respect of the Luxor Notes) as of the effective date of this AgreementRequired Lenders; and/or (g) The acceleration of, or exercise of any remedies with respect to, any Indebtedness listed on Schedule 2, or any document, agreement or instrument governing unsecured Indebtedness of the Issuer any Loan Party in excess of $20 million, in each case if not rescinded within 10 days from the date of such acceleration or exercise of remedies; and/or (h) The termination of Dxxxx Xxxxxxxx of Zxxxx Cxxxxx Management, LLC as Chief Strategy Officer and the failure to appoint a replacement Chief Strategy Officer acceptable to the Required Lenders within 14 days; and/or (i) The termination of Bxxxxxx Xxxxx as an independent board member or Chairman of the Executive Committee of the board of directors of the Borrower and the failure to appoint a replacement independent board member (and Chairman of the Executive Committee) acceptable to the Required Lenders within 14 days; and/or (j) The payment of any coupon, amortization or other amount by the Borrower or any other Loan Party or Subsidiary of a Loan Party on account of any Indebtedness that is unsecured or is otherwise junior in payment or lien priority to the Obligations under the Credit Agreement; and/or (k) The application of any part of the Hatteras Proceeds to any other Indebtedness of any Loan Party or Subsidiary of a Loan Party, or any other payment or prepayment, redemption, defeasance, purchase or retirement (whether scheduled, voluntary or mandatory) of any other Indebtedness of any Loan Party or Subsidiary of a Loan Party; and/or (l) The failure of the Borrower to enter into a support agreement, in form and substance satisfactory to the Required Lenders, duly executed and delivered by the Borrower, the Required Lenders and the “Required Lenders” under (and as defined in) the First Lien Credit Agreement and to provide the Required Lenders with evidence, reasonably satisfactory to them, that all necessary corporate and shareholder approvals for the execution, delivery and performance of such support agreement by the Loan Parties have been obtained, in each case not later than January 15, 2016; and/or (m) The occurrence of 5:00 p.m. (Eastern time) on January 29, 2016. Notwithstanding any provision of the Indenture or Credit Agreement, this Agreement or any other Loan Document to the contrary, upon the occurrence of a Terminating Event, the Holder Required Lenders (or the Administrative Agent, acting at the direction of the Required Lenders) may, at its their option, terminate the Forbearance Period and declare the Holder Obligations (including all accrued, but unpaid interest) to be immediately due and payable, and the Administrative Agent, the Collateral Agent and/or the Required Lenders may, at its optiontheir option and without notice to the Borrower or any other Loan Party except as otherwise required by the Loan Documents, exercise any and all rights and remedies pursuant to the Indenture Loan Documents or applicable law as a result of the existence of the Specified Defaults or any Other Default in such manner as the Trustee or Administrative Agent and the Holder Required Lenders in their sole and exclusive discretion determine. Nothing in this Agreement, or the execution, delivery and performance of this Agreement by the Holder, is intended to, or shall, affect any of the rights and remedies (except as expressly provided herein with respect to the Specified Defaults), if any, of the Holder under the Notes (including, without limitation, this Agreement), applicable law or equity.

Terminating Events. The obligation of the Holder Administrative Agent and the Lenders to forbear, and to direct the Trustee to forbear, forbear from exercising remedies, as provided herein and subject to the final paragraph of this Section 3, shall terminate upon the occurrence of any one or more of the following events (each, a “Terminating Event”): (a) The Issuer Any Loan Party repudiates or asserts a defense to any obligation or liability under this Agreement, the Credit Agreement or the Indenture any other Loan Document or makes or pursues a claim against the Trustee Administrative Agent or any HolderLender; and/or (b) The Issuer Any Loan Party fails to observe or perform any of its agreements, conditions or undertakings set forth in the Indenture Loan Documents (except with respect to the Specified Defaults as expressly contemplated herein) and ), including, without limitation, its agreements, conditions or undertakings set forth in this Agreement; and/or (c) The occurrence or existence of any Default or Event of Default under the Indenture Credit Agreement or any other Loan Document (other than the Specified Defaults), or any breach or default by the Issuer any Loan Party of any term, covenant, condition, representation or warranty set forth in this Agreement, in each case, whether now existing or hereafter occurring; and/or (d) Any representation, warranty, statement, covenant or other agreement of the Issuer any Loan Party contained herein or in any financial statements of the Issuer any Loan Party provided to the Trustee Administrative Agent and/or the Holder Lenders in connection herewith shall have been false or incorrect in any material respect (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in any respect); and/or (e) The release of the Holder Secured Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by the Issuer any Loan Party or any other Person; and/or (f) The termination of any or expiration of the forbearance period contemplated by any Other Debt Forbearance Agreements (other than in respect of the Luxor Notesas defined below) or the and/or any amendment, modification or substitution of supplement to any Other Debt Forbearance Agreement, or any waiver to any Other Debt Forbearance Agreement, without the prior written consent of the Other Forbearance Agreements (other than in respect of Required Lenders, the Luxor Notes) so as to render them less favorable to Majority Revolving Credit Lenders and the Issuer than the terms of such Other Forbearance Agreements (other than in respect of the Luxor Notes) as of the effective date of this AgreementAdministrative Agent; and/or (g) The acceleration of, or exercise of any remedies with respect to, any Indebtedness listed on Schedule 2, or any document, agreement or instrument governing unsecured Indebtedness of the Issuer any Loan Party in excess of $20 million, in each case if not rescinded within 10 days from the date of such acceleration or exercise of remedies; and/or (h) The termination of Dxxxx Xxxxxxxx of Zxxxx Cxxxxx Management, LLC as Chief Strategy Officer and the failure to appoint a replacement Chief Strategy Officer acceptable to the Required Lenders, the Majority Revolving Credit Lenders and Administrative Agent within 14 days; and/or (i) The termination of Bxxxxxx Xxxxx as an independent board member or Chairman of the Executive Committee of the board of directors of the Borrower and the failure to appoint a replacement independent board member (and Chairman of the Executive Committee) acceptable to the Required Lenders, the Majority Revolving Credit Lenders and Administrative Agent within 14 days; and/or (j) The payment of any coupon, amortization or other amount by the Borrower or any other Loan Party or Subsidiary of a Loan Party on account of any Indebtedness that is unsecured or is otherwise junior in payment or lien priority to the Obligations under the Credit Agreement; and/or (k) The application of any part of the Hatteras Proceeds to any other Indebtedness of any Loan Party or Subsidiary of a Loan Party, or any other payment or prepayment, redemption, defeasance, purchase or retirement (whether scheduled, voluntary or mandatory) of any other Indebtedness of any Loan Party or Subsidiary of a Loan Party; and/or (l) The failure of the Borrower to enter into a support agreement, in form and substance satisfactory to the Required Lenders and the Administrative Agent, duly executed and delivered by the Borrower, the Administrative Agent, the Required Lenders and the “Required Lenders” under (and as defined in) the Second Lien Credit Agreement, and to provide to the Administrative Agent and the Required Lenders with evidence, reasonably satisfactory to them, that all necessary corporate and shareholder approvals for the execution, delivery and performance of such support agreement by the Loan Parties have been obtained, in each case not later than January 15, 2016; and/or (m) 5:00 p.m. (Eastern time) on January 29, 2016. Notwithstanding any provision of the Indenture or Credit Agreement, this Agreement or any other Loan Document to the contrary, upon the occurrence of a Terminating Event, the Holder Administrative Agent and/or the Required Lenders may, at its their option, terminate the Forbearance Period and declare the Holder Obligations (including all accrued, but unpaid interest) to be immediately due and payable, and the Administrative Agent, the Collateral Agent and/or the Required Lenders may, at its optiontheir option and without notice to the Borrower or any other Loan Party except as otherwise required by the Loan Documents, exercise any and all rights and remedies pursuant to the Indenture Loan Documents or applicable law as a result of the existence of the Specified Defaults or any Other Default in such manner as the Trustee or Administrative Agent and/or the Holder Required Lenders in their sole and exclusive discretion determine. Nothing in this Agreement, or the execution, delivery and performance of this Agreement by the HolderMajority Revolving Credit Lenders, is intended to, or shall, affect any of the rights and remedies (except as expressly provided herein with respect to the Specified Defaults), if any, of any Revolving Credit Lender or the Holder Required Lenders under the Notes Loan Documents (including, without limitation, this Agreement), applicable law or equity.

Terminating Events. The obligation of the Holder Holders to forbear, and to direct the Trustee to forbear, forbear from exercising remedies, as provided herein and subject to the final paragraph of this Section 3, shall terminate upon the occurrence of any one or more of the following events (each, a “Terminating Event”): (a) The Issuer repudiates or asserts a defense to any obligation or liability under this Agreement or the Indenture Notes or makes or pursues a claim against the Trustee or any Holder; and/or (b) The Issuer fails to observe or perform any of its agreements, conditions or undertakings set forth in the Indenture Notes (except with respect to the Specified Defaults as expressly contemplated herein) and its agreements, conditions or undertakings set forth in this Agreement; and/or (c) The occurrence or existence of any Default or Event of Default under the Indenture Notes (other than the Specified Defaults), or any breach or default by the Issuer of any term, covenant, condition, representation or warranty set forth in this Agreement, in each case, whether now existing or hereafter occurring; and/or (d) Any representation, warranty, statement, covenant or other agreement of the Issuer contained herein or in any financial statements of the Issuer provided to the Trustee and/or the Holder Holders in connection herewith shall have been false or incorrect in any material respect; and/or (e) The release of the Holder Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by the Issuer or any other Person; and/or (f) The termination of any of the Other Forbearance Agreements (other than in respect of the Luxor Convertible Notes) or the amendment, modification or substitution of any of the Other Forbearance Agreements (other than in respect of the Luxor Convertible Notes) so as to render them less favorable to the Issuer than the terms of such Other Forbearance Agreements (other than in respect of the Luxor Convertible Notes) as of the effective date of this Agreement; and/or (g) The acceleration of, or exercise of any remedies with respect to, any Indebtedness listed on Schedule 2, or any document, agreement or instrument governing unsecured Indebtedness of the Issuer in excess of $20 million, in each case if not rescinded within 10 days from the date of such acceleration or exercise of remedies; and/or (h) 5:00 p.m. (Eastern time) on January 29, 2016. Notwithstanding any provision of the Indenture Notes or this Agreement to the contrary, upon the occurrence of a Terminating Event, the Holder Holders may, at its their option, terminate the Forbearance Period and the Holder Holders may, at its their option, exercise any and all rights and remedies pursuant to the Indenture Notes or applicable law as a result of the existence of the Specified Defaults or any Other Default in such manner as the Trustee or the Holder Holders in their sole and exclusive discretion determine. Nothing in this Agreement, or the execution, delivery and performance of this Agreement by the HolderHolders, is intended to, or shall, affect any of the rights and remedies (except as expressly provided herein with respect to the Specified Defaults), if any, of the any Holder under the Notes (including, without limitation, this Agreement), applicable law or equity.