Common use of Term; Early Termination Clause in Contracts

Term; Early Termination. (1) The initial term hereof (the “Initial Term”) shall commence on the Effective Date and shall terminate on the second anniversary of the Effective Date. (2) Owner shall provide Services Provider at least sixty (60) days prior written notice in the event Owner intends to sell, assign, transfer, lease or otherwise dispose of all or any portion of the Terminal Facility (a “Disposition”) prior to the end of the Initial Term of this Agreement. Services Provider, in its sole discretion, upon written notice to Owner, may terminate this Agreement at any time effective upon the effective date of such Disposition or any time thereafter. (3) In addition, without limiting the foregoing, (A) If there is any involuntary transfer of all or any portion of Owner’s interest in the Terminal Facility, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to Owner. (B) If, during the Initial Term hereof, and without Service Provider’s consent, Owner directly or indirectly sells, conveys, transfers, exchanges, gifts, contributes or assigns, in whole or in part, any right, title or interest in and to the Terminal Facility to any company engaged in the terminalling, storage, throughput and/or transloading of petroleum products, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to Owner. (C) This Agreement may be terminated by Owner if a Bankruptcy Event occurs with respect to Services Provider. (D) This Agreement may be terminated by Services Provider if a Bankruptcy Event occurs with respect to Owner. (4) As of the termination of this Agreement, all rights and obligations of both Parties under this Agreement shall cease except for: (A) obligations that expressly survive termination of this Agreement, and (B) liabilities and obligations that have accrued prior to such termination, including Owner’s obligation to pay any amounts under Section 4(a) of this Agreement that have accrued prior to such termination, even if such amounts have not become due and payable at that time.

Term; Early Termination. (1a) The initial Unless sooner terminated in accordance herewith, the term hereof (the “Initial Term”) of this Agreement shall commence on the Effective Date and shall terminate on the second anniversary last day of the [●] [NTD: Not to exceed “24th”.] calendar month following the Effective DateDate (the “Term”). (2b) Owner shall provide Services Provider at least sixty (60) days 60 days’ prior written notice in the event Owner intends to sell, assign, transfer, lease or otherwise dispose of all or any portion of the Terminal Facility Liquids Transportation System (a “Disposition”) prior to the end of the Initial Term of this AgreementTerm. Services Provider, in its sole discretion, upon written notice to Owner, may terminate this Agreement at any time effective upon the effective date of such Disposition or any time thereafter. (3c) In addition, without limiting the foregoing, (Ai) If there is any involuntary transfer of all or any portion of Owner’s interest in the Terminal FacilityLiquids Transportation System, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to Owner.; (B) If, during the Initial Term hereof, and without Service Provider’s consent, Owner directly or indirectly sells, conveys, transfers, exchanges, gifts, contributes or assigns, in whole or in part, any right, title or interest in and to the Terminal Facility to any company engaged in the terminalling, storage, throughput and/or transloading of petroleum products, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to Owner. (Cii) This Agreement may be terminated immediately by Owner if a Bankruptcy Event occurs with respect to Services Provider.; (Diii) This Agreement may be terminated immediately by Services Provider if a Bankruptcy Event occurs with respect to Owner; and (iv) This Agreement may be terminated by Owner at any time for any or no reason on not less than sixty (60) days’ prior written notice to Service Provider. (4d) As of the termination of this Agreement, all rights and obligations of both Parties under this Agreement shall cease cease, except for: (Ai) obligations that expressly survive termination of this Agreement, and (Bii) liabilities and obligations that have accrued prior to such termination, including Owner’s obligation to pay any amounts under Section 4(a) 4.1 of this Agreement that have accrued prior to such termination, even if such amounts have not become due and payable at that time.

Term; Early Termination. (1) The initial term hereof (7.1. This Agreement is effective as of the “Initial Term”) shall commence on the Effective Execution Date and shall terminate on remain in full force and effect until the second anniversary of the Effective Final Maturity Date. 7.2. Atento Brazil and Atento Luxembourg agree that their guarantees are independent hereof and will remain in full force and effect until the repayment in full of all of the Borrowers’ obligations under the Loans. 7.3. The Lender shall have the right to terminate its commitment hereunder and terminate all Loans early upon the occurrence of any of the following: (2a) Owner Any of the Obligors shall provide Services Provider at least sixty fail to pay when due any principal of or interest on any Loan or any amount payable under any provision of this agreement or the other Loan Documents, including the structuring fee and the commitment fee agreed upon in Section 2.1 unless payment is made within three (603) Business Days of the applicable due date; (b) Any of Guarantors’ guarantee is disputed; or any material obligation under a guarantee is declared, fully or partially, null or void; or any of the Obligors shall seek or become subject to any order that has the effect or is reasonably likely to have the effect of impeding, hindering, reducing, delaying or prohibiting the Guarantors from honoring their guarantee , in each case, in a manner that materially and adversely affects the interest of the Lender unless (if capable of remedy) remedied within twenty-one (21) days of the earlier of the date an Obligor became aware of such circumstance and the date of the Lender giving notice to the Obligors of such circumstance; (c) Any representation or warranty made by the Obligors herein, or in connection herewith, shall prove to have been incorrect in any material respect when made unless the underlying circumstances causing such misrepresentation (if capable of remedy) are remedied within twenty-one (21) days of the earlier of the date an Obligor became aware of the misrepresentation and the date of the Lender giving notice to the Obligors of such misrepresentation;. (d) Any Obligor shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document on its part to be performed or observed unless the underlying circumstances causing such failure (if capable of remedy) are remedied within twenty-one (21) days. (e) An Obligor shall fail to pay any of its indebtedness with the Lender or any of the Lender’s Affiliates when due (whether by scheduled maturity or acceleration) and such failure continues after the applicable grace period (not to exceed thirty days), if any; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such indebtedness shall occur, the result of which is to cause such indebtedness to be accelerated prior written notice to its stated maturity, and such failure shall continue for 3 (three) Business Days after the applicable grace period, if any. (f) An Obligor shall fail to pay any of its indebtedness with any lender other than the Lender or any of the Lender’s Affiliates when due (whether by scheduled maturity or acceleration) and such failure continues after the applicable grace period (not to exceed thirty days), if any; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such indebtedness shall occur, the event Owner intends result of which is to sellcause such indebtedness to be accelerated prior to its stated maturity, assignand such failure shall continue after the applicable grace period, transferif any provided that the principal amount of such indebtedness, lease together with the principal amount of any other indebtedness under which there has been a payment default or otherwise dispose the maturity of which has been so accelerated under this sub-paragraph (f), aggregates US$ 10,000,000.00 (ten million Dollars) or more. (g) An Obligor shall: (i) generally not, or be unable to, or shall admit in writing its inability to, pay its debts as such debts become due; (ii) make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, trustee or other similar official for it or any substantial part of its assets; (iii) commence any proceeding under any Applicable Bankruptcy Law; (iv) have had any such petition or application (as described in (ii) above) filed or any such proceeding (as described in (iii) above) shall have been commenced, against it, in which an adjudication or appointment is made or order for relief is entered, or which petition, application or proceeding is not dismissed within 60 days of such filing or commencement; or (v) by any act or omission indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or trustee for all or any portion substantial part of the Terminal Facility (a “Disposition”) prior to the end of the Initial Term of this Agreement. Services Provider, in its sole discretion, upon written notice to Owner, may terminate this Agreement at any time effective upon the effective date of such Disposition or any time thereafterproperty. (3h) In addition, without limiting the foregoing, (A) If there is any involuntary transfer A Change of all or any portion of Owner’s interest in the Terminal Facility, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to OwnerControl shall occur. (Bi) IfAny moratorium or other similar action that prevents the repayment of the Loan is imposed by any Governmental Authority. 7.4. Upon the occurrence and continuance of an Event of Default, during then the Initial Term hereofLender’s commitment to make Loans shall automatically terminate, and without Service Provider’s consent, Owner directly or indirectly sells, conveys, transfers, exchanges, gifts, contributes or assigns, in whole or in part, any right, title or interest in and to the Terminal Facility to any company engaged in the terminalling, storage, throughput and/or transloading of petroleum products, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to Owner. (C) This Agreement may be terminated by Owner if a Bankruptcy Event occurs with respect to Services Provider. (D) This Agreement may be terminated by Services Provider if a Bankruptcy Event occurs with respect to Owner. (4) As aggregate principal amount of the termination of this AgreementLoans and all other amounts payable, all rights and obligations of both Parties including the Replacement Costs, under this Agreement and the other Loan Documents shall cease except for: (A) obligations that expressly survive termination of this Agreement, become and (B) liabilities and obligations that have accrued prior to such termination, including Owner’s obligation to pay any amounts under Section 4(a) of this Agreement that have accrued prior to such termination, even if such amounts have not become be forthwith due and payable at that timepayable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Obligors.

Term; Early Termination. (1a) The initial Unless sooner terminated in accordance herewith, the term hereof (the “Initial Term”) of this Agreement shall commence on the Effective Date and shall terminate on the second anniversary last day of the [●] [NTD: Not to exceed “24th”.] calendar month following the Effective DateDate (the “ Term ”). (2b) Owner shall provide Services Provider at least sixty (60) days 60 days’ prior written notice in the event Owner intends to sell, assign, transfer, lease or otherwise dispose of all or any portion of the Terminal Facility Liquids Transportation System (a “Disposition“ Disposition ”) prior to the end of the Initial Term of this AgreementTerm. Services Provider, in its sole discretion, upon written notice to Owner, may terminate this Agreement at any time effective upon the effective date of such Disposition or any time thereafter. (3c) In addition, without limiting the foregoing, (Ai) If there is any involuntary transfer of all or any portion of Owner’s interest in the Terminal FacilityLiquids Transportation System, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to Owner.; (B) If, during the Initial Term hereof, and without Service Provider’s consent, Owner directly or indirectly sells, conveys, transfers, exchanges, gifts, contributes or assigns, in whole or in part, any right, title or interest in and to the Terminal Facility to any company engaged in the terminalling, storage, throughput and/or transloading of petroleum products, Services Provider may terminate this Agreement on not less than ten (10) days’ prior written notice to Owner. (Cii) This Agreement may be terminated immediately by Owner if a Bankruptcy Event occurs with respect to Services Provider.; (Diii) This Agreement may be terminated immediately by Services Provider if a Bankruptcy Event occurs with respect to Owner; and (iv) This Agreement may be terminated by Owner at any time for any or no reason on not less than sixty (60) days’ prior written notice to Service Provider. (4d) As of the termination of this Agreement, all rights and obligations of both Parties under this Agreement shall cease cease, except for: (Ai) obligations that expressly survive termination of this Agreement, and (Bii) liabilities and obligations that have accrued prior to such termination, including Owner’s obligation to pay any amounts under Section 4(a) 4.1 of this Agreement that have accrued prior to such termination, even if such amounts have not become due and payable at that time.