Common use of Centerbridge Terminates The Investment Clause in Contracts

Centerbridge Terminates The Investment. In the event that Centerbridge determines to terminate the Investment, other than for a breach by Dxxx of the Terms of Centerbridge Investment, the following shall apply: (a) The Unions shall have the sole unreviewable discretion within thirty (30) days of notification by Centerbridge of its termination of the Investment to designate an investor to replace Centerbridge on terms substantially similar to the Centerbridge Investment (the “Replacement Investor”). Such Replacement Investor shall be subject to Dana’s consent, which consent shall not be unreasonably withheld. If the 30-day period has not run by September 3, 2007, then Dxxx xxx file a plan of reorganization without the Replacement Investor, which plan shall be amended to incorporate the Replacement Investor, subject to the provisions of paragraphs 2(b) and 2(c) below. (b) Disputes with respect to whether or not Dxxx has acted unreasonably in withholding its consent to the Replacement Investor shall be timely addressed and subject to the procedures and standards set forth in Paragraph (1)(a) of this Appendix and any review of the arbitral award shall be as set forth in Paragraph (1)(a)(iii). (i) If the arbitrator finds that Dxxx has acted unreasonably in rejecting the Replacement Investor, the arbitral award shall require that Dxxx accept the Replacement Investor. (ii) If the arbitrator finds that Dxxx has acted reasonably, then Dxxx shall not be obligated to accept the Replacement Investor. (c) In the event that the Unions do not identify a Replacement Investor or an arbitrator, acting pursuant to paragraph (b) above finds that Dxxx has acted reasonably in rejecting the Replacement Investor, Dxxx xxx pursue an alternate plan of reorganization , so long as such plan of reorganization meets the Reorganization Plan Metrics and the terms of this Settlement Agreement and the USW Settlement Agreement otherwise remain unchanged and unaffected.

Centerbridge Terminates The Investment. In the event that Centerbridge determines to terminate the Investment, other than for a breach by Dxxx Xxxx of the Terms of Centerbridge Investment, the following shall apply: (a) The Unions shall have the sole unreviewable discretion within thirty (30) days of notification by Centerbridge of its termination of the Investment to designate an investor to replace Centerbridge on terms substantially similar to the Centerbridge Investment (the “Replacement Investor”). Such Replacement Investor shall be subject to Dana’s consent, which consent shall not be unreasonably withheld. If the 30-day period has not run by September 3, 2007, then Dxxx Xxxx xxx file a plan of reorganization without the Replacement Investor, which plan shall be amended to incorporate the Replacement Investor, subject to the provisions of paragraphs 2(b) and 2(c) below. (b) Disputes with respect to whether or not Dxxx Xxxx has acted unreasonably in withholding its consent to the Replacement Investor shall be timely addressed and subject to the procedures and standards set forth in Paragraph (1)(a) of this Appendix and any review of the arbitral award shall mandatory arbitration before a neutral arbitrator to be selected as set forth in Paragraph (1)(a)(iii)herein. The arbitrator shall be [name of individual]. If [selection #1] is not available, then [name of 1st alt. (i) ] shall serve as the arbitrator. If [1st alt] is not available, then the arbitrator finds that Dxxx has acted unreasonably in rejecting shall be [ 2nd alt]. For purposes of this paragraph, “available” means able to conduct an arbitration within 14 days and, if necessary, render a decision within 7 days thereafter. If none of the Replacement Investor, the arbitral award shall require that Dxxx accept the Replacement Investor. (ii) If the arbitrator finds that Dxxx has acted reasonablyforegoing individuals are available, then Dxxx the individual available at the earliest time shall not be obligated to accept the Replacement Investorindividual selected. (c) In the event that the Unions do not identify a Replacement Investor or an arbitrator, acting pursuant to paragraph (b) above finds that Dxxx has acted reasonably in rejecting the Replacement Investor, Dxxx xxx pursue an alternate plan of reorganization , so long as such plan of reorganization meets the Reorganization Plan Metrics and the terms of this Settlement Agreement and the USW Settlement Agreement otherwise remain unchanged and unaffected.

Centerbridge Terminates The Investment. In the event that Centerbridge determines to terminate the Investment, other than for a breach by Dxxx of the Terms of Centerbridge Investment, the following shall apply: (a) The Unions shall have the sole unreviewable discretion within thirty (30) days of notification by Centerbridge of its termination of the Investment to designate an investor to replace Centerbridge on terms substantially similar to the Centerbridge Investment (the “Replacement Investor”). Such Replacement Investor shall be subject to Dana’s consent, which consent shall not be unreasonably withheld. If the 30-day period has not run by September 3, 2007, then Dxxx xxx file a plan of reorganization without the Replacement Investor, which plan shall be amended to incorporate the Replacement Investor, subject to the provisions of paragraphs 2(b) and 2(c) below. (b) Disputes with respect to whether or not Dxxx has acted unreasonably in withholding its consent to the Replacement Investor shall be timely addressed and subject to the procedures and standards set forth in Paragraph (1)(a) of this Appendix and any review of the arbitral award shall be as set forth in Paragraph (1)(a)(iii). (i) If the arbitrator finds that Dxxx has acted unreasonably in rejecting the Replacement Investor, the arbitral award shall require that Dxxx accept the Replacement Investor. (ii) If the arbitrator finds that Dxxx has acted reasonably, then Dxxx shall not be obligated to accept the Replacement Investor. (c) In the event that the Unions do not identify a Replacement Investor or an arbitrator, acting pursuant to paragraph (b) above finds that Dxxx has acted reasonably in rejecting the Replacement Investor, Dxxx xxx pursue an alternate plan of reorganization , so long as such plan of reorganization meets the Reorganization Plan Metrics and the terms of this Settlement Agreement and the USW UAW Settlement Agreement otherwise remain unchanged and unaffected.

Centerbridge Terminates The Investment. In the event that Centerbridge determines to terminate the Investment, other than for a breach by Dxxx of the Terms of Centerbridge Investment, the following shall apply: (a) The Unions shall have the sole unreviewable discretion within thirty (30) days of notification by Centerbridge of its termination of the Investment to designate an investor to replace Centerbridge on terms substantially similar to the Centerbridge Investment (the “Replacement Investor”). Such Replacement Investor shall be subject to Dana’s consent, which consent shall not be unreasonably withheld. If the 30-day period has not run by September 3, 2007, then Dxxx xxx file a plan of reorganization without the Replacement Investor, which plan shall be amended to incorporate the Replacement Investor, subject to the provisions of paragraphs 2(b) and 2(c) below. (b) Disputes with respect to whether or not Dxxx has acted unreasonably in withholding its consent to the Replacement Investor shall be timely addressed and subject to the procedures and standards set forth in Paragraph (1)(a) of this Appendix and any review of the arbitral award shall mandatory arbitration before a neutral arbitrator to be selected as set forth in Paragraph (1)(a)(iii)herein. The arbitrator shall be [name of individual]. If [selection #1] is not available, then [name of 1st alt.] shall serve as the arbitrator. If [1st alt] is not available, then the arbitrator shall be [ 2nd alt]. For purposes of this paragraph, “available” means able to conduct an arbitration within 14 days and, if necessary, render a decision within 7 days thereafter. If none of the foregoing individuals are available, then the individual available at the earliest time shall be the individual selected. (i) If the arbitrator finds that Dxxx has acted unreasonably in rejecting the Replacement Investor, the arbitral award shall require that Dxxx accept the Replacement Investor. (ii) If the arbitrator finds that Dxxx has acted reasonably, then Dxxx shall not be obligated to accept the Replacement Investor. (iii) Any action to enforce or vacate the arbitral award described in this paragraph shall be subject to the standards applicable to judicial review of commercial arbitration awards under the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Dxxx reserves the right to commence such review action in the Bankruptcy Court. (c) In the event that the Unions do not identify a Replacement Investor or an arbitrator, acting pursuant to paragraph (b) above finds that Dxxx has acted reasonably in rejecting the Replacement Investor, Dxxx xxx pursue an alternate plan of reorganization , so long as such plan of reorganization meets the Reorganization Plan Metrics and the terms of this Settlement Agreement and the USW Settlement Agreement otherwise remain unchanged and unaffected.