Common use of Termination of Waiver Clause in Contracts

Termination of Waiver. 4.1 The Waiver Period shall terminate and the Waiver shall cease to apply automatically and with immediate effect if any event specified in paragraph 4.1(a) to (j) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders: (a) an Event of Default has occurred which has not been waived or forborne; (b) the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne; (c) you are in breach of any of your obligations under this letter; (d) any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne; (e) any Group Member makes a payment, repayment or prepayment (other than (i) any scheduled interest and amortization payments to be made on or prior to 11:59 p.m. (New York City time) on 30 September 2016, (ii) any mandatory prepayment pursuant to a sale, disposition or a total loss of a vessel, (iii) any payment under the Hayfin Credit Agreement up to the Maximum Hayfin Prepayment Amount and (iv) any other payment, repayment or prepayment otherwise approved or consented to by the Agent) of any principal of a loan or advance under any of Loan Agreement, the Hornet Credit Facility or any Other Credit Agreements or creates any security or give any guarantee or other commitment or credit support (or procures or allows any of its affiliates to do so) in favour of any lender or creditor of any Group Member; (f) on or prior to 11:59 p.m. (New York City time) on 15 August 2016, (a) no purchase agreement satisfactory in form and substance to the Finance Parties has been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in the Parent, providing for the issuance of equity interests in the Parent in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) the Parent has not filed a registration statement relating to sale of equity securities of the Parent for an amount not less than $125,000,000; (g) the cash and cash equivalents of the Parent and its Subsidiaries are less than $25,000,000; (h) any of the Amended Equity Commitment Letters cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder, unless (a) a purchase agreement satisfactory in form and substance to the Finance Parties shall have been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in the Borrower, providing for the issuance of equity interests in the Borrower in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) in the event that the Parent determines it is necessary in connection with the termination of its efforts to complete a private placement to terminate any of the Amended Equity Commitment Letters, it may do so, so long as within five business days after such termination (x) it files a registration statement for a public offering for gross cash proceeds to the Borrower of at least $125,000,000, (y) it certifies to the Finance Parties that it has obtained oral indications of interest from affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC to purchase an aggregate of at least $62,500,000 in such offering and (z) such affiliates shall have confirmed in writing their respective indications of interest to the Finance Parties; (i) any indication of interest described in paragraph 4.1(h) above shall be denied, disaffirmed or decreased, the consequence of which shall be that the indications of interest shall be for an aggregate amount of less than $62,500,000; or (j) any commitment letters (as amended and/or restated from time to time) or waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder. 4.2 After the termination of the Waiver, each of the Finance Parties shall be released from all of its obligations under this letter and may take any Enforcement Action after such termination in accordance with the terms of the Finance Documents. 4.3 If the Amended Commitment Letter Effective Date does not occur on or before 30 June 2016, this letter and the Amended Commitment Letter shall terminate with immediate effect.

Termination of Waiver. 4.1 The Waiver Period shall terminate and upon the Waiver shall cease earliest to apply automatically and with immediate effect if any event specified in paragraph 4.1(a) to (j) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions occur of the Majority Lendersfollowing: (a) the occurrence of an “Event of Default has occurred which has not been waived Default” under any of the Loan Agreement, the Purchased Notes, the Transaction Documents, the Secured Demand Notes or forbornethe Demand Note Security Documents (collectively, the “Debt Instruments”); (b) the occurrence breach of an event of default under any Other Credit Agreements which are not otherwise waived representation, warranty or forbornecovenant contained herein or in any Debt Instrument; (c) you are in breach of Borrower shall fail to perform, or ensure the performance of, any of your obligations under this letterAdditional Covenant; (d) any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by modification of, or triggers an event of default (however described amendment to, the Order, the Anticipated Order, the MOU, or the Anticipated MOU which Lender determines in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborneits reasonable discretion could have a Material Adverse Effect; (e) Borrower, any Group Member makes a payment, repayment or prepayment (other than (i) any scheduled interest and amortization payments to be made on or prior to 11:59 p.m. (New York City time) on 30 September 2016, (ii) any mandatory prepayment pursuant to a sale, disposition or a total loss of a vessel, (iii) any payment under the Hayfin Credit Agreement up to the Maximum Hayfin Prepayment Amount and (iv) any other payment, repayment or prepayment otherwise approved or consented to by the Agent) of any principal of a loan or advance under any of Loan Agreement, the Hornet Credit Facility Subsidiary Holding Company or any Other Credit Agreements Subsidiary Bank being placed in receivership or creates being taken over by any security or give any guarantee or other commitment or credit support (or procures or allows any of its affiliates to do so) in favour of any lender or creditor of any Group MemberRegulatory Agency; (f) on or prior to 11:59 p.m. (New York City time) on 15 August 2016, (a) no purchase agreement satisfactory Lender determining in form and substance to the Finance Parties its sole discretion that there has been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors any change in the Parentbusiness, providing for the issuance operations or condition, financial or otherwise, of equity interests in the Parent in exchange for aggregate gross cash proceeds of not less than $125,000,000 Borrower, any Subsidiary Holding Company, any Subsidiary Bank or (b) the Parent has not filed Consolidated Subsidiary that could have a registration statement relating to sale of equity securities of the Parent for an amount not less than $125,000,000Material Adverse Effect; (g) April 30, 2009, if Lender and Borrower have not executed an amendment to, and restatement of, the cash and cash equivalents of the Parent and its Subsidiaries are less than $25,000,000;Loan Agreement; and (h) September 30, 2009. If the Waiver is terminated, the total amount outstanding under the Debt Instruments shall be immediately due and payable without any of the Amended Equity Commitment Letters cease notice to be in full force and effect Borrower, any Subsidiary Holding Company or any party thereto denies or disaffirms their obligations thereunderSubsidiary Bank, unless (a) a purchase agreement satisfactory in form and substance Lender may immediately proceed to the Finance Parties shall have been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in the Borrower, providing for the issuance of equity interests in the Borrower in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) in the event that the Parent determines it is necessary in connection with the termination of its efforts to complete a private placement to terminate any of the Amended Equity Commitment Letters, it may do so, so long as within five business days after such termination (x) it files a registration statement for a public offering for gross cash proceeds to the Borrower of at least $125,000,000, (y) it certifies to the Finance Parties that it has obtained oral indications of interest from affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC to purchase an aggregate of at least $62,500,000 in such offering and (z) such affiliates shall have confirmed in writing their respective indications of interest to the Finance Parties; (i) any indication of interest described in paragraph 4.1(h) above shall be denied, disaffirmed or decreased, the consequence of which shall be that the indications of interest shall be for an aggregate amount of less than $62,500,000; or (j) any commitment letters (as amended and/or restated from time to time) or waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder. 4.2 After the termination of the Waiver, each of the Finance Parties shall be released from exercise all of its obligations legal rights and remedies with respect to its collateral under the Debt Instruments, Borrower, each Subsidiary Holding Company and each Subsidiary Bank, without any further notice to any of them. Except as specifically set forth herein, this letter and may take any Enforcement Action after such termination in accordance with the terms of the Finance Documents. 4.3 If the Amended Commitment Letter Effective Date Waiver Agreement does not occur on modify or before 30 June 2016affect the obligations of Borrower, any Subsidiary Holding Company or any Subsidiary Bank to comply fully with all terms, conditions and covenants contained in the Debt Instruments. Nothing contained in this letter and Waiver Agreement shall be deemed to constitute a waiver of any other rights or remedies Lender may have under the Amended Commitment Letter shall terminate with immediate effectDebt Instruments or applicable law.

Termination of Waiver. 4.1 The Waiver Period waiver granted hereunder shall terminate and continue until the Waiver shall cease to apply automatically and occurrence of the earliest of the following events (along with immediate effect if any event specified in paragraph 4.1(athe date of expiration of this Agreement, a “Termination Event”): (A) to (j) below A Default under the Documents, other than the Bond Default, occurs (each a "Termination Event"), unless such Termination Events are expressly waived by whether the Agent, acting on the instructions Agent or Lender has knowledge of the Majority Lenders: (a) an Event of Default has occurred which has not been waived occurrence or forbornenot); (bB) the occurrence of an event A notice of default under is given pursuant to the Indenture or Subordinate Debt Issue by the indenture trustee or any Other Credit Agreements which are not otherwise waived noteholder in respect of the Subordinate Debt Issue (indenture trustee or forbornenoteholder, a “Creditor”) and the indebtedness owed to such Creditor by Lexington in respect of the Subordinated Debt Issue is accelerated; (cC) you are in breach An involuntary petition is filed under the United States Bankruptcy Code against either LPC or LRG, or LPC or LRG files such petition, or any subsidiary of any of your obligations LPC or LRG files, or has filed against it, a petition under this letterthe United States Bankruptcy Code; (dD) Any insolvency proceeding, such as an action seeking the appointment of a receiver, a proceeding under laws invoking Assignments for the Benefit of Creditors, or any creditor takes Enforcement Action against any Group Member and such Enforcement Action other creditors’ remedies under state or federal law is triggered commenced by or triggers an event against LPC, LRG or any of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forbornetheir subsidiaries; (eE) A lawsuit is filed against any Group Member makes a paymentAgent or Lender by LPC, repayment LRG or prepayment (other than (i) any scheduled interest and amortization payments of their affiliates or subsidiaries. In addition to be made on or prior to 11:59 the Termination Events set forth above, the waiver granted hereunder shall expire at 5:00 p.m. (New York City timeEastern) on 30 September 2016February 1, (ii) any mandatory prepayment pursuant to 2007, unless further extended by a sale, disposition or a total loss of a vessel, (iii) any payment under the Hayfin Credit Agreement up to the Maximum Hayfin Prepayment Amount and (iv) any other payment, repayment or prepayment otherwise approved or consented to writing signed by the Agent) Agents and all the Lenders (or their successors or assigns). In the event any Termination Event occurs, the waiver provided hereunder shall automatically and immediately terminate, without notice to Lexington. In the event any Termination Event occurs without the knowledge of any principal of a loan Agent or advance under any of Loan AgreementLender, the Hornet Credit Facility or any Other Credit Agreements or creates any security or give any guarantee or other commitment or credit support (or procures or allows any of its affiliates to do so) in favour of any lender or creditor of any Group Member; (f) on or prior to 11:59 p.m. (New York City time) on 15 August 2016, (a) no purchase agreement satisfactory in form and substance to the Finance Parties has been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in the Parent, providing for the issuance of equity interests in the Parent in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) the Parent has not filed a registration statement relating to sale of equity securities of the Parent for an amount not less than $125,000,000; (g) the cash and cash equivalents of the Parent and its Subsidiaries are less than $25,000,000; (h) any of the Amended Equity Commitment Letters cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder, unless (a) a purchase agreement satisfactory in form and substance to the Finance Parties Termination Event shall have been executed and delivered by affiliates deemed to have occurred at 6:00 a.m. (Eastern) on the day the notice of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in default is given or the Borrower, providing for lawsuit is filed with a Court or at 6:00 a.m. on the issuance of equity interests in the Borrower in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) in the event that the Parent determines it is necessary in connection with the termination day Lexington has knowledge of its efforts to complete a private placement to terminate any of the Amended Equity Commitment Letters, it may do so, so long as within five business days after such termination (x) it files a registration statement for a public offering for gross cash proceeds to the Borrower of at least $125,000,000, (y) it certifies to the Finance Parties that it has obtained oral indications of interest from affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC to purchase an aggregate of at least $62,500,000 in such offering and (z) such affiliates shall have confirmed in writing their respective indications of interest to the Finance Parties; (i) any indication of interest described in paragraph 4.1(h) above shall be denied, disaffirmed or decreased, the consequence of which shall be that the indications of interest shall be for an aggregate amount of less than $62,500,000; or (j) any commitment letters (as amended and/or restated from time to time) or waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunderoccurrence. 4.2 After the termination of the Waiver, each of the Finance Parties shall be released from all of its obligations under this letter and may take any Enforcement Action after such termination in accordance with the terms of the Finance Documents. 4.3 If the Amended Commitment Letter Effective Date does not occur on or before 30 June 2016, this letter and the Amended Commitment Letter shall terminate with immediate effect.

Termination of Waiver. 4.1 The Waiver Period shall terminate and the Waiver shall cease to apply automatically and with immediate effect if any event specified in paragraph 4.1(a) to (j) below occurs (each a "Termination Event"), unless such Termination Events are expressly waived by the Agent, acting on the instructions of the Majority Lenders: (a) an Event of Default has occurred which has not been waived or forborne; (b) the occurrence of an event of default under any Other Credit Agreements which are not otherwise waived or forborne; (c) you are in breach of any of your obligations under this letter; (d) any creditor takes Enforcement Action against any Group Member and such Enforcement Action is triggered by or triggers an event of default (however described in any other agreement relating to Financial Indebtedness of such Group Member) which is not waived or forborne; (e) any Group Member makes a payment, repayment or prepayment (other than (i) any scheduled interest and amortization payments to be made on or prior to 11:59 p.m. (New York City time) on 30 September 2016, (ii) any mandatory prepayment pursuant to a sale, disposition or a total loss of a vessel, (iii) any payment under the Hayfin Credit Agreement up to the Maximum Hayfin Prepayment Amount and (iv) any other payment, repayment or prepayment otherwise approved or consented to by the Agent) of any principal of a loan or advance under any of Loan Agreement, the Hornet Wasp Credit Facility or any Other Credit Agreements or creates any security or give any guarantee or other commitment or credit support (or procures or allows any of its affiliates to do so) in favour of any lender or creditor of any Group Member; (f) on or prior to 11:59 p.m. (New York City time) on 15 August 2016, (a) no purchase agreement satisfactory in form and substance to the Finance Parties has been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in the Parent, providing for the issuance of equity interests in the Parent in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) the Parent has not filed a registration statement relating to sale of equity securities of the Parent for an amount not less than $125,000,000; (g) the cash and cash equivalents of the Parent and its Subsidiaries are less than $25,000,000; (h) any of the Amended Equity Commitment Letters cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder, unless (a) a purchase agreement satisfactory in form and substance to the Finance Parties shall have been executed and delivered by affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC and other equity investors in the Borrower, providing for the issuance of equity interests in the Borrower in exchange for aggregate gross cash proceeds of not less than $125,000,000 or (b) in the event that the Parent determines it is necessary in connection with the termination of its efforts to complete a private placement to terminate any of the Amended Equity Commitment Letters, it may do so, so long as within five business days after such termination (x) it files a registration statement for a public offering for gross cash proceeds to the Borrower of at least $125,000,000, (y) it certifies to the Finance Parties that it has obtained oral indications of interest from affiliates of Apollo Global Management LLC, Centerbridge Partners L.P. and Strategic Value Partners, LLC to purchase an aggregate of at least $62,500,000 in such offering and (z) such affiliates shall have confirmed in writing their respective indications of interest to the Finance Parties; (i) any indication of interest described in paragraph 4.1(h) above shall be denied, disaffirmed or decreased, the consequence of which shall be that the indications of interest shall be for an aggregate amount of less than $62,500,000; or (j) any commitment letters (as amended and/or restated from time to time) or waivers or consent letters in relation to any Other Credit Agreements cease to be in full force and effect or any party thereto denies or disaffirms their obligations thereunder. 4.2 After the termination of the Waiver, each of the Finance Parties shall be released from all of its obligations under this letter and may take any Enforcement Action after such termination in accordance with the terms of the Finance Documents. 4.3 If the Amended Commitment Letter Effective Date does not occur on or before 30 June 2016, this letter and the Amended Commitment Letter shall terminate with immediate effect.