Common use of Termination by the Preferred Backstop Investors Clause in Contracts

Termination by the Preferred Backstop Investors. This Agreement may be terminated at any time by any Preferred Backstop Investor with respect to itself (and not with respect to any other Preferred Backstop Investor): (i) upon the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured within [10] days of written notice to the Company and CEOC by such Preferred Backstop Investor; (ii) if any of the Company Parties alters, amends or modifies any term of this Agreement without the consent of the Required Preferred Backstop Investor, or if any alteration, amendment or modification is adverse to any Preferred Backstop Investor, without the consent of each Preferred Backstop Investor; (iii) if any of the Company Parties breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured within [10] days of written notice to the applicable Company Party by such Preferred Backstop Investor; (iv) if any of the Milestones shall not have occurred on or prior to the applicable Milestone Date; or (v) upon the occurrence of any matters set forth in any of [clauses (a) through (k) of Section 8] of the Restructuring Support Agreement and/or a Company Termination Event (as defined in the Restructuring Support Agreement) and/or a termination of the Restructuring Support Agreement; provided that, in the event any Preferred Backstop Investor elects to terminate this Agreement (each, a “Terminating Preferred Backstop Investor”), the Backstop Commitments allocated to such Terminating Preferred Backstop Investor shall be allocated to all Non-Defaulting Preferred Backstop Investors who elect to acquire such Backstop Commitments on a pro rata basis (based on the Backstop Percentages of such electing Non-Defaulting Preferred Backstop Investors), and provided further that in the event no Non-Defaulting Preferred Backstop Investor elects to acquire the Backstop Commitments of the Terminating Preferred Backstop Investors, this Agreement shall terminate.

Termination by the Preferred Backstop Investors. This Agreement may be terminated at any time by any Preferred Backstop Investor with respect to itself (and not with respect to any other Preferred Backstop Investor): (i) upon the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured within [10] 10 days of written notice to the Company and CEOC by such Preferred Backstop Investor; (ii) if any of the Company Parties alters, amends or modifies any term of this Agreement without the consent of the Required Preferred Backstop InvestorInvestors, or if any alteration, amendment or modification is adverse to any Preferred Backstop Investor, without the consent of each such Preferred Backstop Investor; (iii) if any of the Company Parties breaches any representation or warranty or breaches any covenant applicable to it to be performed on or prior to the Closing (other than the covenant set forth in Section 5.7) in any material respect under this Agreement and if such breach is curable, it is not cured within [10] 10 days of written notice to the applicable Company Party by such Preferred Backstop Investor; (iv) if any of the Milestones Effective Date shall not have occurred on or prior to by the applicable Milestone Outside Date; or (v) [upon the occurrence of any matters set forth in any of [clauses (a) through (k) of Section 8] 8 of the Restructuring Support Agreement and/or a Company Termination Event (as defined in the Restructuring Support Agreement) and/or a termination of the Restructuring Support Agreement; Agreement;]5 provided that, in the event any Preferred Backstop Investor elects to terminate this Agreement (each, a “Terminating Preferred Backstop Investor”), the Backstop Commitments allocated to such Terminating Preferred Backstop Investor shall be allocated to all Non-Defaulting Preferred Backstop Investors who elect to acquire such Backstop Commitments on a pro rata basis (based on the Backstop Percentages of such electing Non-Defaulting Preferred Backstop Investors), and provided further that in the event no Non-Defaulting Preferred Backstop Investor elects to acquire the Backstop Commitments of the Terminating Preferred Backstop Investors, CEOC shall have the option to terminate this Agreement shall terminateAgreement. 5 NTD: To be updated (including use of defined terms) as necessary in connection with RSA negotiations.

Termination by the Preferred Backstop Investors. This Agreement may be terminated at any time by any Preferred Backstop Investor with respect to itself (and not with respect to any other Preferred Backstop Investor): (i) upon the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured within [10] 10 days of written notice to the Company and CEOC by such Preferred Backstop Investor; (ii) if any of the Company Parties alters, amends or modifies any term of this Agreement without the consent of the Required Preferred Backstop Investor, or if any alteration, amendment or modification is adverse to any Preferred Backstop Investor, without the consent of each Preferred Backstop Investor; (iii) if any of the Company Parties breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured within [10] 10 days of written notice to the applicable Company Party by such Preferred Backstop Investor; (iv) if any of the Milestones shall not have occurred on or prior to the applicable Milestone Date; or (v) upon the occurrence of any matters set forth in any of [clauses (a) through (k) of Section 8] 8 of the Restructuring Support Agreement and/or a Company Termination Event (as defined in the Restructuring Support Agreement) and/or a termination of the Restructuring Support Agreement; provided that, in the event any Preferred Backstop Investor elects to terminate this Agreement (each, a “Terminating Preferred Backstop Investor”), the Backstop Commitments allocated to such Terminating Preferred Backstop Investor shall be allocated to all Non-Defaulting Preferred Backstop Investors who elect to acquire such Backstop Commitments on a pro rata basis (based on the Backstop Percentages of such electing Non-Defaulting Preferred Backstop Investors), and provided further that in the event no Non-Defaulting Preferred Backstop Investor elects to acquire the Backstop Commitments of the Terminating Preferred Backstop Investors, this Agreement shall terminate.

Termination by the Preferred Backstop Investors. This Agreement may be terminated at any time by any Preferred Backstop Investor with respect to itself (and not with respect to any other Preferred Backstop Investor): (i) upon the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured within [10] 10 days of written notice to the Company and CEOC by such Preferred Backstop Investor; (ii) if any of the Company Parties alters, amends or modifies any term of this Agreement without the consent of the Required Preferred Backstop Investor, or if any alteration, amendment or modification is adverse to any Preferred Backstop Investor, without the consent of each Preferred Backstop Investor; (iii) if any of the Company Parties breaches any representation or warranty or breaches any covenant applicable to it (other than the covenant set forth in Section 5.7) in any material respect under this Agreement and if such breach is curable, it is not cured within [10] 10 days of written notice to the applicable Company Party by such Preferred Backstop Investor; (iv) if any of the Milestones shall not have occurred on or prior to the applicable Milestone Date; or (v) upon the occurrence of any matters set forth in any of [clauses (a) through (k) of Section 8] 8 of the Restructuring Support Agreement and/or a Company Termination Event (as defined in the Restructuring Support Agreement) and/or a termination of the Restructuring Support Agreement; provided that, in the event any Preferred Backstop Investor elects to terminate this Agreement (each, a “Terminating Preferred Backstop Investor”), the Backstop Commitments allocated to such Terminating Preferred Backstop Investor shall be allocated to all Non-Defaulting Preferred Backstop Investors who elect to acquire such Backstop Commitments on a pro rata basis (based on the Backstop Percentages of such electing Non-Defaulting Preferred Backstop Investors), and provided further that in the event no Non-Defaulting Preferred Backstop Investor elects to acquire the Backstop Commitments of the Terminating Preferred Backstop Investors, this Agreement shall terminate.

Termination by the Preferred Backstop Investors. This Agreement may be terminated at any time by any Preferred Backstop Investor with respect to itself (and not with respect to any other Preferred Backstop Investor): (i) upon the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured within [10] 10 days of written notice to the Company and CEOC by such Preferred Backstop Investor; (ii) if any of the Company Parties alters, amends or modifies any term of this Agreement without the consent of the Required Preferred Backstop InvestorInvestors, or if any alteration, amendment or modification is adverse to any Preferred Backstop Investor, without the consent of each such Preferred Backstop Investor; (iii) if any of the Company Parties breaches any representation or warranty or breaches any covenant applicable to it to be performed on or prior to the Closing (other than the covenant set forth in Section 5.7) in any material respect under this Agreement and if such breach is curable, it is not cured within [10] 10 days of written notice to the applicable Company Party by such Preferred Backstop Investor; (iv) if any of the Milestones Effective Date shall not have occurred on or prior to by the applicable Milestone Outside Date; or (v) [upon the occurrence of any matters set forth in any of [clauses (a) through (k) of Section 8] 8 of the Restructuring Support Agreement and/or a Company Termination Event (as defined in the Restructuring Support Agreement) and/or a termination of the Restructuring Support Agreement; Agreement;]1 provided that, in the event any Preferred Backstop Investor elects to terminate this Agreement (each, a “Terminating Preferred Backstop Investor”), the Backstop Commitments allocated to such Terminating Preferred Backstop Investor shall be allocated to all Non-Non- Defaulting Preferred Backstop Investors who elect to acquire such Backstop Commitments on a pro rata basis (based on the Backstop Percentages of such electing Non-Defaulting Preferred Backstop Investors), and provided further that in the event no Non-Defaulting Preferred Backstop Investor elects to acquire the Backstop Commitments of the Terminating Preferred Backstop Investors, CEOC shall have the option to terminate this Agreement shall terminateAgreement.