Common use of Consenting Noteholder Termination Events Clause in Contracts

Consenting Noteholder Termination Events. The Requisite Consenting Noteholders, in their sole discretion, may terminate this Agreement upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretion: (a) Ascent or Monitronics amends or modifies any of the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (b) the issuance by any governmental authority, any regulatory authority, or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders).

Consenting Noteholder Termination Events. The Requisite Consenting Noteholders, in their sole discretion, may terminate this Amended Agreement with respect to the Consenting Noteholders (a “Consenting Noteholder Termination”) upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 25 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretion: (a) Ascent or Monitronics amends or modifies any Any of the Definitive Documentation is amended or modified in a manner that is inconsistent with this Amended Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)) to the other Parties hereto; (b) the issuance by any governmental authority, any regulatory authority, or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Amended Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics any Party shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Amended Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent any of Ascent, Monitronics or Monitronics one or more of the Consenting Term B-2 Lenders (in the case of the Consenting Term B-2 Lenders, solely to the extent that the non-breaching Consenting Term B-2 Lenders own or control, in the aggregate, 50% or less of the aggregate principal amount of the Term B-2 Loans and solely in the context of the Second Lien Exchange Transaction) of any representation, warranty, or covenant of such Party set forth in this Amended Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics any Party that are included in the Term Sheet attached to this Amended Agreement but not in this Amended Agreement are to be considered “covenants” of Ascent and Monitronicssuch Party, and therefore covenants of this Amended Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Amended Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics such breaching Party of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting NoteholdersNoteholders in accordance with Section 25); (d) Ascent or Monitronics terminates its respective obligations under and in accordance with Section 11 respectively, of this Amended Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Amended Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics the other Parties hereto of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Amended Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting NoteholdersNoteholders or the Consenting Term B-2 Lenders, as applicable); or (h) the occurrence of any other material breach of this Amended Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent any of Ascent, Monitronics or Monitronics one or more of the Consenting Term B-2 Lenders (in the case of the Consenting Term B-2 Lenders, solely to the extent that the non-breaching Consenting Term B-2 Lenders own or control, in the aggregate, 50% or less of the aggregate principal amount of the Term B-2 Loans and solely with respect to the Second Lien Exchange Transaction) that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent Ascent, Monitronics, and Monitronics the Consenting Term B-2 Lenders of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders in accordance with Section 25). Notwithstanding the foregoing, upon a Consenting Noteholder Termination pursuant to the foregoing subsections 9(c) or 9(h) resulting from a breach by any of the Consenting Term B-2 Lenders, the Amended Agreement shall not terminate with respect to the Consenting Noteholders); provided however, that the obligations of the Consenting Noteholders hereunder shall thereafter only be with respect to an Unsecured Exchange Transaction.

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated by the Required Consenting Noteholders, or solely with respect to the events set forth in their sole discretionsubsection (e) below, may terminate this Agreement the Required Consenting Crossholders or the Required Consenting Non-Crossholders, by the delivery to the Company Parties of a written notice in accordance with Section 13.10 hereof upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretionevents: (a) Ascent any Company Party files with the Bankruptcy Court any motion or Monitronics amends or modifies application seeking authority to sell any material assets outside the ordinary course of business without the prior written consent of the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Required Consenting Noteholders (which notice may such consent not to be unreasonably withheld); provided by Stroock at that this Consenting Noteholder Termination Event shall not apply if the direction aggregate purchase price of such assets is less than $15 million, provided further that the Company Parties shall hold the proceeds from such sales in escrow for the benefit of the Requisite Consenting Noteholders); provided further that this Consenting Noteholder Termination Event shall not apply if the sale is consummated pursuant to the Order (I) Establishing Procedures for De Minimis Asset Sales, and (II) Granting Related Relief [Docket No. 264]; (b) the issuance by any governmental authorityCompany Party, any regulatory authorityor Affiliate of a Company Party, or any court Consenting Bank Lender files a motion, application, adversary proceeding, or Cause of competent jurisdictionAction challenging the validity, of any ruling enforceability or order enjoining the substantial consummation priority of, or seeking avoidance or subordination of the Transactions Notes Claims or any transfer to the Indenture Trustee or any Consenting Noteholder on account of the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive DocumentationNotes Claims; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation the pendency of the Transactions Adversary Proceeding will not constitute a Consenting Noteholder Termination Event unless any Consenting Bank Lender attempts after the Agreement Effective Date either (x) to prosecute any of the Causes of Action presently asserted in a manner that the Adversary Proceeding or (iy) does not prevent or diminish attempts to assert additional Causes of Action in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretionAdversary Proceeding; (c) any Company Party, or Affiliate of a Company Party, or any Consenting Bank Lender support any application, adversary proceeding, or Cause of Action referred to in the immediately preceding clause (b) filed by a third party, or consents to the standing of any such third party to bring such application, adversary proceeding, or Cause of Action; (d) the modification in any material respect of the employment terms of any member of the Section 16 Officers without the consent of the Required Consenting Noteholders; provided that the Amended Employment Agreements shall not be deemed modifications for purposes of this Section 11.02(d); and (e) the breach in any material respect by Consenting Bank Lenders holding an amount of Bank Lender Claims that would result in non-breaching Consenting Bank Lenders holding less than two-thirds (without giving effect to any “materiality” qualifiers set forth therein66.67%) of Ascent or Monitronics the aggregate Bank Lender Claims held by all of the Consenting Bank Lenders of any representation, warranty, or covenant of such Party provision set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days Business Days after the receipt by Ascent and Monitronics such Consenting Bank Lenders of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)breach.

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated only with respect to the Consenting Noteholders, by the Required Consenting Noteholders, by the delivery to counsel to the Company Parties, the Consenting RBL Lenders and the Consenting Term Lenders of a written notice in their sole discretion, may terminate this Agreement accordance with Section 15.10 hereof upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”)) provided that, for the avoidance of doubt any decision by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance any court with Section 23 hereof, except respect to the extent that such Consenting Noteholder Termination Event has been waived Makewhole Litigation (as defined in writing the Plan) shall not, in and of itself, give rise to any right to terminate by the Requisite Consenting Noteholders in their sole discretionNoteholders: (a) Ascent or Monitronics amends or modifies the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by a Company Party of any of the Definitive Documentation representations, warranties, or covenants of the Company Parties set forth in this Agreement that remains uncured for seven (7) Business Days after such terminating Consenting Noteholders transmit a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)in accordance with Section 15.10 hereof detailing any such breach; (b) the issuance breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) by the Consenting RBL Lenders of any governmental authorityof the representations, any regulatory authoritywarranties, or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation covenants of the Transactions on the terms and conditions Consenting RBL Lenders set forth in this Agreement, such that the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance non-breaching Consenting RBL Lenders own or control less than 50.0% in aggregate principal amount of such ruling or order to obtain relief that would allow consummation all of the Transactions in a manner that outstanding RBL Loans and such breach remains uncured for seven (i7) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Business Days after such terminating Consenting Noteholders transmit a written notice in their reasonable discretionaccordance with Section 15.10 hereof detailing any such breach; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics by the Consenting Term Lenders of any representationof the representations, warrantywarranties, or covenant covenants of such Party the Consenting Term Lenders set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding such that the failure non-breaching Consenting Term Lenders own or control less than 50.0% in aggregate principal amount of any specific provision in all of the outstanding Term Sheet to be re-copied in this Agreement) that (to the extent curable) Loans and such breach remains uncured for seven (7) Business Days after such terminating Consenting Noteholders transmit a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of in accordance with Section 15.10 hereof detailing any such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)breach; (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement;the Plan Effective Date shall not have occurred by the Outside Date;5 (e) the failure issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any Definitive Documentation to comply final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for fifteen (15) Business Days after such terminating Consenting Noteholders transmit a written notice in accordance with the requirements Section 15.10 hereof detailing any such issuance; provided, that this termination right may not be exercised by any Consenting Noteholders that sought or requested such ruling or order in contravention of Section 4 of any obligation set out in this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing, or limiting, as applicable, any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually Second Lien Claims or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction any of the Requisite Consenting Noteholders)encumbrances that secure (or purport to secure) the Second Lien Claims; (g) the occurrence treatment of any “Event of Default” Second Lien Claims under the Notes Indenture Plan or the Credit this Agreement (subject to is modified in any applicable right to cure therein upon notice manner adverse to the Requisite Consenting Noteholders without the prior written consent of the Required Consenting Noteholders); or; (h) the occurrence Bankruptcy Court enters an order denying confirmation of the Plan; (i) the Bankruptcy Court enters an order terminating any Company Party’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (j) any Company Party (1) withdraws the Plan, (2) publicly announces, or announces in writing to any other material breach of this Agreement Party, its intention to withdraw the Plan or not otherwise covered in support the immediately preceding clauses Plan, or (a3) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible moves to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction voluntarily dismiss any of the Requisite Consenting Noteholders)Chapter 11 Cases; or (k) the Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing, or limiting, as applicable, any of the Second Lien Claims.

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated by any Consenting Noteholder (“Terminating Consenting Noteholders”) by delivery of a written notice in accordance with Section 12.10, in the exercise of their sole discretion, may terminate this Agreement upon or at any time following the occurrence and continuation of any of the following events events; provided that the Terminating Consenting Noteholders (each, a “Consenting Noteholder Termination Event”), by giving written or any of them) shall provide the Companies and Plan Sponsors notice and an opportunity to cure of such termination to not less than five (5) business days for each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretionfollowing events: (a) Ascent or Monitronics amends or modifies the breach by any Party other than the Terminating Consenting Noteholders of any of the Definitive Documentation representations, warranties, or covenants of such breaching Party as set forth in a manner this Agreement that is inconsistent with this Agreement, would materially and such amendment adversely affect the Restructuring Transactions or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics recovery of written notice from the Requisite any Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)Noteholder; (b) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any injunction, judgment, decree, charge, ruling or order enjoining enjoining, the substantial consummation of a material portion of the Restructuring Transactions on or that materially impacts or impairs any of the terms and conditions Consenting Noteholders’ rights or anticipated distributions as set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in entry of an order by the Bankruptcy Court (or any material respect other court of competent jurisdiction), or the filing of a motion or application by any Company seeking an order (without giving effect the consent of the Consenting Noteholders), (i) converting one or more of the Chapter 11 Cases of a Company to any “materiality” qualifiers set forth thereina case under chapter 7 of the Bankruptcy Code, (ii) of Ascent or Monitronics of any representationappointing a trustee, warrantyreceiver, or covenant of such Party examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases of a Company, (iii) rejecting, voiding, or deeming unenforceable this Agreement (it being understood and agreed that any actions required pursuant to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction section 365 of the Requisite Consenting Noteholders)Bankruptcy Code or otherwise or (iv) approving an Alternative Proposal; (d) Ascent the Bankruptcy Court grants relief that is inconsistent in any material respect with this Agreement, the Definitive Documents or Monitronics terminates its obligations under the Restructuring Transactions, and such inconsistent relief is not dismissed, vacated or modified to be consistent with this Agreement during the cure period provided for herein and materially impacts the recovery of any Consenting Noteholder and that materially impacts or impairs any of the Consenting Noteholders’ rights or anticipated distributions as set forth in accordance with this Agreement; (e) the failure of any Company (i) files, amends, or modifies, or files a pleading seeking approval of, any Definitive Documentation Document or authority to comply amend or modify any Definitive Document, in a manner that is materially inconsistent with, or constitutes a material breach (which remains uncured) of, this Agreement and is adverse to the Terminating Consenting Noteholder (including with respect to the requirements of Section 4 of consent rights afforded the Consenting Noteholders under this Agreement), which non-compliance remains uncured for a period of three (3) business days after without the receipt by Ascent and Monitronics of prior written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction consent of the Requisite Consenting Noteholders), (ii) withdraws the Plan without the prior consent of the Consenting Noteholders, or (iii) publicly announces its intention to take any such acts listed in the immediately preceding clause; (f) on or after the occurrence of Agreement Effective Date, any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (eachCompanies consummates, an “Event”) that, individually or together with all other Events, has hadannounces, or would reasonably be expected to haveenters into a definitive agreement evidencing any merger, a consolidation, disposition of material adverse effect as measured from assets, acquisition of material assets, or similar transaction, pays any dividend, or incurs any indebtedness for borrowed money, in each case outside the date hereof on the ordinary course of business, operations, finances, properties, condition in each case other than: (financial i) the Restructuring Transactions or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate (ii) with the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction prior consent of the Requisite Consenting Noteholders); (g) a Company’s board of directors or similar body of a Company exercises a Fiduciary Out, or a Fiduciary Out Notice is delivered (or required to be delivered) to the occurrence Consenting Noteholders; (h) any of the following shall have occurred: (i) the Companies or any affiliate of the Companies shall have filed any motion, application, adversary proceeding or cause of action (A) challenging the validity, enforceability, or priority of, or seek avoidance or subordination of the Secured Notes Claims, or (B) otherwise seeking to impose liability upon or enjoin the Consenting Noteholders (in each case, other than with respect to a breach of this Agreement); (ii) the Companies or any affiliate of the Companies shall have supported any application, adversary proceeding or cause of action referred to in clause (i) filed by another person, or consents (without the consent of the Consenting Noteholders) to the standing of any “Event such person to bring such application, adversary proceeding or cause of Default” under action; or (iii) the Notes Indenture Bankruptcy Court shall have entered an order that materially impacts or impairs any of the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders)’ rights or anticipated distributions as set forth in this Agreement; or (hi) the occurrence Bankruptcy Court enters an order amending, modifying, staying or vacating any of any other material breach of this Agreement not otherwise covered the Definitive Documents in the immediately preceding clauses (a) through form approved by the Consenting Noteholders in a manner that materially and including (g) by Ascent adversely affects the Restructuring Transactions or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at including their recoveries pursuant to the direction of Restructuring Transactions or the Requisite Consenting Noteholdersvalue thereof).

Consenting Noteholder Termination Events. The Requisite Required Consenting Noteholders, in their sole discretion, Noteholders may terminate this Agreement upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination as to each of the other all Parties, and such termination shall be become effective immediately upon delivery of such written notice being delivered to each Navios by the Required Consenting Noteholders, at any time upon the occurrence and during the continuation of any of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretionfollowing events: (a) Ascent or Monitronics amends or modifies any of the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (b) the issuance by any governmental authority, any regulatory authority, or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics by Navios of any representationof the representations, warranty, warranties or covenant of such Party covenants set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (fii) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, each an “Event”) thatthan, following the Agreement Effective Date, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on either (i) the business, operations, finances, properties, condition conditions (financial or otherwise), assets or liabilities of Ascent (x) Navios and its Restricted Subsidiaries taken as a whole, or Monitronics(y) NSAL and its subsidiaries, taken as a whole, or their (ii) the ability of (x) Navios and its Restricted Subsidiaries, taken as a whole, to perform their respective obligations under, or to consummate the Transactions transactions contemplated by, this Agreement, which material adverse effect remains uncured for Agreement or (y) NSAL to consummate a period of three “Qualified IPO” (3) business days after as defined in the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting NoteholdersSixth Supplemental Indenture);. (giii) the occurrence of (x) any “Default”, “Event of Default” or acceleration event under the Notes Indenture (it being agreed that a Default or Event of Default resulting from the “Waived Defaults” (as defined in the Sixth Supplemental Indenture) will not be alleged by the Consenting Noteholders during the Agreement Effective Period) or (y) any event that would constitute a “Default” or “Event of Default” under the Notes Indenture as if the Sixth Supplemental Indenture were operative as of the date of this Agreement; or (iv) if (x) the Consent Solicitation has not been consummated in accordance with the terms set forth herein or (y) the Credit Agreement conditions thereto have not been satisfied or waived, in each case on or before the Outside Date (subject to in each case other than as a result of any applicable right to cure therein upon notice to action or inaction by the Requisite Consenting Noteholders); or (hv) the occurrence issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any other material breach of this Agreement not otherwise covered in ruling or order enjoining the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction consummation of the Requisite Consenting Noteholders)Consent Solicitation or any of the transactions contemplated thereunder.

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated with respect to the Consenting Noteholders, by the Required Consenting Noteholders, in their sole discretion, may terminate this Agreement upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”)each case, by giving the delivery to the Company Parties of a written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to 16.10 hereof upon the extent that such Consenting Noteholder Termination Event has been waived in writing by occurrence of the Requisite Consenting Noteholders in their sole discretionfollowing events: (a) Ascent or Monitronics amends or modifies the material breach by a Company Party of any of the Definitive Documentation representations, warranties, or covenants of the Company Parties set forth in this Agreement and made to, owed to, or for the benefit of the Consenting Noteholders, that remains uncured for two (2) Business Days after such terminating Consenting Noteholders transmit a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)in accordance with Section 16.10 hereof detailing any such breach; (b) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any final, non-appealable ruling or order enjoining that (i) enjoins the substantial consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for five (5) Business Days after such terminating Consenting Noteholders transmit a written notice in accordance with Section 16.10 hereof detailing any such issuance; provided, that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement; (c) the Interim DIP Order or the Final DIP Order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended in a manner that is not reasonably acceptable to the Required Consenting Noteholders; (d) the DIP Lender delivers a Termination Notice in accordance with the DIP Orders, which declares an acceleration of outstanding borrowings under the DIP Facility following the occurrence of an Event of Default or terminates the commitments under the DIP Facility; (e) the Company Parties’ right to use Cash Collateral has been terminated pursuant to the DIP Orders; (f) the entry of an order by the Bankruptcy Court or the filing of a motion, application, or other pleading by any Company Party seeking entry into or approval of any debtor in possession financing facility other than the DIP Facility that is not acceptable to the Required Consenting Noteholders; (g) any of the Company Parties enters into a material executory contract, lease, or other arrangement outside of the ordinary course of business without obtaining the prior written consent of the Required Consenting Noteholders, and such entry is not withdrawn and/or such executory contract, lease, or other arrangement remains in effect for two (2) Business Days after the Company Parties receive written notice from the Required Consenting Noteholders delivered in accordance with Section 16.10; (h) the failure to meet a Milestone that has not been waived or extended in a manner consistent with this Agreement, unless such failure is the result of any act, omission, or delay on the part of any terminating Consenting Noteholder in violation of its obligations under this Agreement; (i) except with respect to a Sale Transaction, the Company Parties file with the Bankruptcy Court any motion, application, or other pleading seeking authority to sell any material assets without the prior written consent of the Required Consenting Noteholders (not to be unreasonably withheld) and such motion is not withdrawn within two (2) Business Days after the Company Parties receive written notice from the Required Consenting Noteholders delivered in accordance with Section 16.10; (j) (i) any Definitive Document is inconsistent in any material respect with the terms and conditions set forth in this Agreement, the Term Sheet including Section 3 hereof, and the Prepackaged Plan or (ii) any Definitive Documentation; providedDocument is waived, howeveramended, modified, or supplemented in a manner that Ascent is inconsistent in a material manner with the terms and Monitronics conditions set forth in this Agreement, including Section 3 hereof, and the Prepackaged Plan, in each case, which has not been reversed or cured within one (1) calendar day after the Company Parties receive written notice from the Required Consenting Noteholders delivered in accordance with Section 16.10; (k) any court of competent jurisdiction or other competent governmental or regulatory authority issues a final, non-appealable order, or ten (10) Business Days after there is a change in law, making illegal or otherwise preventing or prohibiting the consummation of the Restructuring Transactions in a way that cannot be reasonably remedied by the Company Parties subject to the reasonable satisfaction of the Required Consenting Noteholders; (l) the Company Parties (A) withdraw the Prepackaged Plan, (B) execute a definitive written agreement with respect to an Alternative Restructuring Proposal, (C) file, propound or otherwise support any plan of reorganization other than the Prepackaged Plan, or (D) announce their intention to do either of (A), (B) or (C); (m) the Bankruptcy Court shall have enter an order terminating, annulling, modifying or conditioning the automatic stay with respect to any material assets of the Company Parties with a value in excess of $10,000,000 in the aggregate without the prior written consent of the Required Consenting Noteholders; (n) the entry of an order by the Bankruptcy Court, the filing of a motion or application or other pleading by any Company Party, or the failure of the Company Parties to timely object to any motion, application, or other pleading seeking an order terminating exclusivity under Bankruptcy Code section 1121; (o) the Confirmation Order is reversed or vacated, and the Bankruptcy Court does not enter a revised Confirmation Order acceptable to the Required Consenting Noteholders within five (5) business days after issuance Business Days; (p) the entry of such ruling an order by the Bankruptcy Court, or the filing of a motion, application, or other pleading by any Company Party seeking an order to obtain relief that would allow consummation (without the prior written consent of the Transactions in a manner that Required Consenting Noteholders, not to be unreasonably withheld), (i) does not prevent converting one or diminish in more of the Chapter 11 Cases of a material way compliance with Company Party to a case under chapter 7 of the terms of this AgreementBankruptcy Code, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party appointing an examiner with expanded powers beyond those set forth in this Agreement sections 1106(a)(3) and (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement4) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, or (diii) Ascent or Monitronics terminates its obligations under and in accordance with rejecting this Agreement; (eq) the failure (i) filing of any Definitive Documentation to comply with motion, application or other pleading or (ii) taking of discovery in connection with, preparation, or commencement of any proceeding or other action by any Company Party that challenges (A) the requirements amount, validity, allowance, character, enforceability, or priority of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction any portion of the Requisite Consenting Noteholders)Prepetition 2025 Notes Claims and/or Prepetition 2028 Notes Claims, as applicable, or (B) the validity, enforceability, or perfection of any lien, security interest or other encumbrance securing any portion of the Prepetition 2025 Notes Claims and/or Prepetition 2028 Notes Claims, as applicable; (fr) the occurrence Ad Hoc Noteholder Group Fees and Expenses are not paid by the Company Parties as and when due; provided that the Company Parties shall have until the earlier of (i) two (2) Business Days after receiving notice (email being sufficient) of any eventdeficiency from counsel to the Ad Hoc Noteholder Group (with a copy to the Consenting Investor) and (ii) immediately prior to the Prepackaged Plan Effective Date, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders)any unpaid amounts before a termination right arises under this provision; or (hs) the occurrence of any other material breach termination of this Agreement not otherwise covered in by the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible Consenting Investor pursuant to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)Section 13.01 hereof.

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated by the delivery to the Company of a written notice in accordance with Section 19(o) hereof by the Consenting Noteholders, Noteholders (as determined in accordance with Section 12 hereof) in the exercise of their sole discretion, may terminate this Agreement upon or at any time following the occurrence and, if applicable, continuation of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretionevents: (a) Ascent the milestones under Section 4(d) (as may be amended) have not been met or Monitronics amends waived, or modifies any of the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification Implementation Date has not been revoked occurred on or withdrawn within three (3) business days after before the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)Outside Date; (b) the issuance by Company or any governmental authorityof the Subsidiaries enter into an agreement with respect to an Other Transaction in accordance with Section 4(k); (c) the Company or any of the Subsidiaries takes any action inconsistent with this Agreement or fails to comply with, or defaults in the performance or observance of, any regulatory authoritymaterial term, condition, covenant or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions agreement set forth in this Agreement, the Term Sheet and the Definitive Documentation; providedwhich, howeverif capable of being cured, that Ascent and Monitronics shall have is not cured within five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days Business Days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be failure or default and provided by Stroock at the direction of the Requisite Consenting Noteholdersthat, for greater certainty, no cure period shall apply with respect to any termination pursuant to Sections 13(a), 13(b) or 13(f); (d) Ascent any representation, warranty or Monitronics terminates its obligations under and acknowledgement of any of the Company or any of the Subsidiaries made in accordance with this AgreementAgreement shall prove untrue in any material respect as of the date when made; (e) the failure issuance of any Definitive Documentation to comply final decision, order or decree by a Governmental Entity, in consequence of or in connection with the requirements of Section 4 of this AgreementTransaction, which non-compliance remains uncured for restrains or impedes in any material respect or prohibits the Transaction or any material part thereof or requires or purports to require a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction material variation of the Requisite Consenting Noteholders)Transaction; (f) the occurrence Proceedings are dismissed or a receiver, interim receiver, receiver and manager, trustee in bankruptcy, liquidator or administrator is appointed in respect of Jaguar or any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (eachSubsidiaries, an “Event”) that, individually or together unless such event occurs with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of prior written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction consent of the Requisite Consenting Noteholders); (g) the occurrence amendment, modification or filing of any “Event of Default” under a pleading by the Notes Indenture Company seeking to amend or modify the Transaction Terms or the Credit Agreement (subject to Plan, or any applicable right to cure therein upon notice material document or order relating thereto, if such amendment or modification is not acceptable to the Requisite Consenting Noteholders, acting in a manner consistent with the terms of this Agreement and the Term Sheet; (h) if, upon the request of the Consenting Noteholders to implement the Transaction pursuant to the CCAA, the Company fails to commence CCAA Proceedings, or if the Company fails to commence CCAA Proceedings in accordance with Section 7(a) within two Business Days of the deadlines set forth in Section 7(a); (i) the Backstop Agreement has been terminated; or (hj) the occurrence of any other material breach of this Agreement conditions set forth in Section 8 are not otherwise covered satisfied or waived by the Voting Deadline, the conditions set forth in Section 9 are not satisfied or waived by the immediately preceding clauses (a) through and including (g) by Ascent Outside Date or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may determine that there is no reasonable prospect that the conditions set forth in Section 8 will be provided satisfied or waived by Stroock at the direction of Voting Deadline or that there is no reasonable prospect that the Requisite Consenting Noteholders)conditions set forth in Section 9 will be satisfied or waived by the Outside Date.

Consenting Noteholder Termination Events. The Requisite Consenting Noteholders, in their sole discretion, may This Agreement shall terminate this Agreement automatically without any action or notice upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Noteholders’ Termination Event”)): (a) the failure of the ACG Parties to commence the Consent Solicitation on or prior to the Consent Commencement Date, except as may be agreed by giving written notice the ACG Parties and Consenting Noteholders that represent the Low Consenting Noteholder Threshold, (b) with respect to the Consent Solicitation, the voting in favor of the consents solicited pursuant to the Consent Solicitation by the holders thereof of less than 90% in principal amount of the Notes, or such lower threshold as may be agreed by the ACG Parties with Consenting Noteholders that represent the Low Consenting Noteholder Threshold (provided that, for purposes of calculating the percentage of Notes voted in favor of the consents solicited pursuant to any Consent Solicitation, any Notes of any Consenting Noteholder that are subject to this Agreement shall be deemed to have been voted in favor of such termination to each consents if the failure of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived to so vote such Notes would, but for the provisions of this Section 7.01, constitute a breach of such Consenting Noteholder’s commitments under this Agreement), (c) the breach in writing any material respect by the Requisite Consenting Noteholders in their sole discretion: (a) Ascent or Monitronics amends or modifies ACG Parties of any of the Definitive Documentation representations, warranties or covenants of such Parties set forth in a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (bf) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling Consent Solicitation or order to obtain relief that would allow consummation any of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreementtransactions contemplated thereunder, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” ”, default or acceleration event under the Notes Indenture Indenture, under that certain Amended & Restated Credit Agreement, dated May 5, 2005, by and among, inter alia, American Color Graphics, Inc., as borrower, and Bank of America, N.A., as administrative agent (as amended from time to time, the “First Lien Facility”) and/or under that certain Credit Agreement, dated September 26, 2006, by and among, inter alia, American Graphics Finance, LLC, as borrower, and Bank of America, N.A., as administrative agent (as amended from time to time, the “A/R Facility”), or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) if the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that Consent Solicitation has not been cured (if susceptible to cure) within five (5) business days after consummated in accordance with the receipt by Ascent terms set forth herein and Monitronics of written notice of such breach from in the Requisite Consenting Noteholders (which notice may be provided by Stroock at Term Sheet on or before the direction of the Requisite Consenting Noteholders)Outside Date.

Consenting Noteholder Termination Events. The Requisite Consenting Noteholders, in their sole discretion, may This Agreement shall terminate this Agreement upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Noteholders’ Termination Event”)): (a) the failure of the Xxxxxx Parties to commence the Exchange Offer or any Consent Solicitation on or prior to the Exchange and Consent Commencement Date, by giving written notice except with the Requisite Noteholder Consent, (b) with respect to any Exchange Offer, at the time of the expiration of such termination Exchange Offer, the tender pursuant to each such Exchange Offer by holders thereof of less than 90% in principal amount of the other PartiesNotes with respect to which such Exchange Offer is made, and or such termination lower threshold as may be agreed by the Companies with the Requisite Noteholder Consent (provided that, for purposes of calculating the percentage of Notes tendered, any Notes of any Consenting Noteholder that are subject to this Agreement shall be effective immediately upon delivery deemed to have been tendered if the failure of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived to tender such Notes would, but for the provisions of this Section 7.01, constitute a breach of such Consenting Noteholder’s commitments under this Agreement), (c) with respect to any Consent Solicitation, at the time of the expiration of the Exchange Offer for the series of Notes with respect to which such Consent Solicitation is made, the voting in writing favor of the consents solicited pursuant to such Consent Solicitation by the holders thereof of less than 90% in principal amount of the Notes with respect to which such Consent Solicitation is made, or such lower threshold as may be agreed by the Companies with the Requisite Noteholder Consent (provided that, for purposes of calculating the percentage of Notes voted in favor of the consents solicited pursuant to any Consent Solicitation, any Notes of any Consenting Noteholders Noteholder that are subject to this Agreement shall be deemed to have been voted in their sole discretion: favor of such consents if the failure of such Consenting Noteholder to so vote such Notes would, but for the provisions of this Section 7.01, constitute a breach of such Consenting Noteholder’s commitments under this Agreement), (ad) Ascent the termination by the Companies of the Letter of Intent or Monitronics amends the Agreement and Plan of Merger or modifies any other public announcement by any of the Definitive Documentation Xxxxxx Parties or any of the ACG Parties that it does not intend to pursue the Proposed Merger, (e) the breach in a manner that is inconsistent with any material respect by the Xxxxxx Parties or the ACG Parties of any of the representations, warranties or covenants of such Parties set forth in this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (bf) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of a material portion of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of an Event of Default as defined in and under any indenture governing any of the Xxxxxx Second Lien Notes, the Xxxxxx Senior Notes or the Xxxxxx Subordinated Notes (the “Xxxxxx Notes”) or, unless otherwise agreed by the Companies with the Requisite Noteholder Consent, of an event or circumstance that would, after the passage of time or giving of notice, constitute an Event of Default as defined in and under any indenture governing any of the Xxxxxx Notes, except in each case for any such Event of Default” , or event or circumstance, relating to Vertis’s obligations to file, furnish or deliver any reports, information or documents under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction terms of the Requisite Consenting Noteholders)indentures governing such Notes.

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated by the Required Consenting Noteholders, in their sole discretion, may terminate this Agreement upon or at any time following Noteholders by the occurrence delivery to the Company Parties of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to 14.10 hereof upon the extent that such Consenting Noteholder Termination Event has been waived in writing by occurrence of the Requisite Consenting Noteholders in their sole discretionfollowing events: (a) Ascent or Monitronics amends or modifies the breach in any material respect by a Company Party of any of the Definitive Documentation representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) is adverse to the one or more of the Consenting Noteholders seeking termination pursuant to this provision and (ii) remains uncured for seven (7) Business Days after such terminating Consenting Noteholders transmit a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)in accordance with Section 14.10 hereof detailing any such breach; (b) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any final, non-appealable ruling or order enjoining that (i) enjoins the substantial consummation of a material portion of the Restructuring Transactions on the terms and conditions set forth (ii) remains in this Agreement, the Term Sheet and the Definitive Documentationeffect for ten (10) Business Days after such terminating Consenting Noteholders transmit a written notice in accordance with Section 14.10 hereof detailing any such issuance; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of this termination right may not be exercised by any Party that sought or requested such ruling or order to obtain relief that would allow consummation in contravention of the Transactions any obligation set out in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent court enters an order denying the convening or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction sanctioning of the Requisite Consenting NoteholdersUK Restructuring Plan; provided, that no termination event shall occur under this Section 12.01(c) if it remains reasonably possible to implement the Restructuring Transactions notwithstanding such order (including, without limitation, through an alternative Implementation Mechanism in England and Wales); (d) Ascent the Bankruptcy Court enters an order denying confirmation of the Plan, or Monitronics terminates its obligations under the Confirmation Order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended without the consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed), or a motion for reconsideration, reargument, or rehearing with respect to any such order has been filed and in accordance with this Agreementthe Company Parties have failed to timely object to such motion; (e) the failure entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Definitive Documentation Company Party seeking an order (without the prior written consent of the Required Consenting Noteholders, not to comply be unreasonably withheld, conditioned, or delayed), (i) converting one or more of the Chapter 11 Cases of a Filing Entity to a case under Chapter 7 (other than the Newbuild Debtors) of the Bankruptcy Code absent the consent of the Required Consenting Noteholders to such conversion (not to be unreasonably withheld, conditioned, or delayed), (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and 1106(a)(4) of the requirements Bankruptcy Code or a trustee in one or more of Section 4 the Chapter 11 Cases of a Company Party, (iii) rejecting this Agreement, which non-compliance remains uncured for or (iv) terminating any Debtor’s exclusive right to file and/or solicit acceptances of a period of three (3) business days after chapter 11 plan without the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction approval of the Requisite Required Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders).

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated, with respect to the Consenting Noteholders, in their sole discretion, may terminate this Agreement upon or at any time following by the occurrence of any of the following events (each, a “Required Consenting Noteholder Termination Event”)Noteholders, by giving the delivery to the Company Parties of a written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof15.10 hereof upon the occurrence of the following events, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretionunless waived: (a) Ascent or Monitronics amends or modifies the breach in any material respect by a Company Party of any of the Definitive Documentation representations, warranties, or covenants of the Company Parties set forth in this Agreement that remains uncured (to the extent curable) for five (5) Business Days after such terminating Consenting Noteholders transmit a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction in accordance with Section 15.10 of the Requisite Consenting Noteholders)this Agreement detailing any such breach; (b) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any ruling final, non-appealable ruling, or order enjoining that (i) would reasonably be expected to prevent the substantial consummation of a material portion of the Restructuring Transactions on the terms and conditions set forth (ii) remains in effect for ten (10) Business Days after such terminating Consenting Noteholders transmit a written notice in accordance with Section 15.10 of this Agreement, the Term Sheet and the Definitive DocumentationAgreement detailing any such issuance; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of this termination right may not be exercised by any Party that sought or requested such ruling or order to obtain relief that would allow consummation in contravention of the Transactions any obligation set out in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach Bankruptcy Court enters an order denying confirmation of the Plan and such order remains in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days Business Days after the receipt by Ascent and Monitronics of written notice entry of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)order; (d) Ascent the entry of an order by the Bankruptcy Court, or Monitronics terminates its obligations the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Required Consenting Noteholders, not to be unreasonably withheld) (i) dismissing one or more of the Chapter 11 Cases of a Company Party, (ii) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code, (iii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in accordance with one or more of the Chapter 11 Cases of a Company Party, or (iv) rejecting this Agreement; (e) the failure of to meet any Definitive Documentation to comply Milestone, which has not been waived or extended in a manner consistent with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period unless such failure is the result of three (3) business days after any act, omission, or delay on the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction part of the Requisite terminating Consenting Noteholders)Noteholder in violation of its obligations under this Agreement; (f) the occurrence any Company Party (i) files, waives, amends or modifies, or files a pleading seeking approval of any eventDefinitive Document or authority to waive, change, effect, occurrence, development, circumstance, condition, result, state amend or modify any Definitive Document (including any waiver of fact any term or change of fact condition therein) in a manner that is not known as materially inconsistent with, or constitutes a material breach of, this Agreement (including with respect to the consent rights afforded the Consenting Noteholders under this Agreement), without the prior written consent of the date hereof Required Consenting Noteholders, (each, an “Event”ii) that, individually or together with all other Events, has hadwithdraws the Plan without the prior consent of the Required Consenting Noteholders, or would reasonably be expected (iii) publicly announces its intention to have, a material adverse effect as measured from take any such acts listed in the date hereof on the business, operations, finances, properties, condition foregoing clause (financial i) or otherwise(ii), assets or liabilities in the case of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate each of the Transactions contemplated by, this Agreementforegoing clauses (i) through (iii), which material adverse effect remains uncured (to the extent curable) for five (5) Business Days after such terminating Consenting Noteholders transmit a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction in accordance with Section 15.10 of this Agreement detailing any of the Requisite Consenting Noteholders)foregoing; (g) the occurrence Bankruptcy Court grants relief that is inconsistent with this Agreement, the Restructuring Term Sheet or the Plan (in each case, with such amendments and modifications as have been effected in accordance with the terms hereof); provided, that, in the event that treatment of a class of claims contemplates payment of cash interest at the non-default rate during the Chapter 11 Cases until repayment thereunder and/or no make whole, and the Company Parties are subject to litigation, threatened litigation, or otherwise as a result of such treatment, this Agreement may not be terminated with respect to the Company Parties by the Required Consenting Noteholders on account of such litigation, threatened litigation, or otherwise pursuant to this Section 13.01(g); provided, further, that this Agreement may be terminated with respect to the Company Parties by the Required Consenting Noteholders if the Company Parties (a) take any position in any such litigation, threatened litigation, or other dispute that is materially inconsistent with this Agreement or (b) enter into any settlement of any “Event of Default” under the Notes Indenture such litigation, threatened litigation, or the Credit Agreement (subject to any applicable right to cure therein upon notice other dispute that is not reasonably acceptable to the Requisite Required Consenting Noteholders); (h) any Company Party files, proposes, or otherwise supports any plan of liquidation, asset sale of all or substantially all of a Company Party’s assets or plan or reorganization other than the Plan; (i) a Company Party (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, except as provided for in this Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition, (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for a Company Party or for a substantial part of a Company Party’s assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) makes a general assignment or arrangement for the benefit of creditors or (vi) takes any corporate action for the purpose of authorizing any of the foregoing; or (hj) the occurrence board of directors, board of managers, or such similar governing body of any other material breach Company Party determines, after consulting with counsel, (i) that proceeding with any of this Agreement not otherwise covered the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the immediately preceding clauses exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal (a) through and including (g) as contemplated by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting NoteholdersSection 8.02).

Consenting Noteholder Termination Events. The Requisite Either the Required Consenting GenOn Noteholders, in their sole discretionon behalf of all Consenting GenOn Noteholders, or the Required Consenting GAG Noteholders, on behalf of all Consenting GAG Noteholders, may terminate this Agreement upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretion: (a) Ascent or Monitronics amends or modifies any of the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (b) the issuance by any governmental authorityin each case, any regulatory authority, or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have upon five (5) business days after issuance written notice, delivered in accordance with Section 13.09 hereof, by such Required Consenting GenOn Noteholders or the Required Consenting GAG Noteholders to the Debtors and NRG, upon the occurrence and continuation of such ruling or order to obtain relief that would allow consummation any of the Transactions events set forth below in clauses (a)-(n) of this Section, including without limitation, to the extent any of the events or actions set forth below occurred or were taken pursuant to Section 5.03(b). For purposes of this Section 11.01, the Required Consenting GenOn Noteholders or the Required Consenting GAG Noteholders delivering the termination notice shall be referred to as the “Terminating Consenting Noteholders,” and the Consenting Noteholders on whose behalf either the Required Consenting GenOn Noteholders or the Required Consenting GAG Noteholders have delivered a manner that notice of termination shall be referred to as a “Terminating Consenting Class.” If termination is pursuant to Section 11.01(a) and occurs (i) does prior to 15 months after the Petition Date, such termination shall be solely as to the Terminating Consenting Class or (ii) on or after 15 months after the Petition Date, such termination shall be as to all Parties. If the Required Consenting GenOn Noteholders terminate pursuant to any of Section 11.01(b)-(n), such termination shall be as to all Parties. If the Required Consenting GAG Noteholders terminate this Agreement pursuant to any of Section 11.01(b)-(n), such termination shall be as to all Parties; provided that the Required Consenting GAG Noteholders may not prevent terminate this Agreement pursuant to Section 11.01(b) or diminish (d) unless there is an Adverse GAG Treatment Event or it is reasonably foreseeable that an event, occurrence, or omission will result in a material way compliance with the terms an Adverse GAG Treatment Event. For purposes of this AgreementSection 11.01, the “GAG Agreed Treatment” means (i) the 92% Cash recovery on the GAG Notes Claims payable on the Plan Effective Date, (ii) the provision for liquidated damages at a rate of 6% per annum beginning on the date that is 180 days after the Petition Date and payable on the Plan Effective Date, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (ciii) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in payment on the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction Plan Effective Date of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders).GAG

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated by the Required Consenting Noteholders, Noteholders with respect to the Consenting Noteholders by the delivery to the Company Parties of a written notice in their sole discretion, may terminate this Agreement accordance with Section 11.10 hereof upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been unless waived in writing by the Requisite Required Consenting Noteholders in their sole discretion:); (a) Ascent or Monitronics amends or modifies The breach in any material respect by a Company Party of any of the Definitive Documentation covenants of such Company Party set forth in a manner that is inconsistent with this Agreement, and which breach remains uncured (to the extent curable) for five (5) Business Days after such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of terminating Consenting Noteholder transmits a written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction in accordance with Section 11.10 of the Requisite Consenting Noteholders)this Agreement detailing any such breach; (b) Any representation or warranty in this Agreement made by any of the Company Parties shall have been untrue in any material respect when made or shall have become untrue in any material respect, which remains uncured (to the extent curable) for five (5) Business Days after the Company Party discovers the untrue nature of the representation or warranty; (c) The issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any ruling final, non-appealable ruling, judgment or order enjoining that (i) enjoins the substantial consummation of a material portion of the Transactions on and (ii) either (1) such ruling, judgment or order has been issued at the terms and conditions request of any of the Company Parties in contravention of any obligations set forth in this Agreement or (2) remains in effect for fifteen (15) Business Days after the issuance of such ruling, judgement or order; notwithstanding the foregoing, this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics that, for the avoidance of doubt, this provision shall not have five (5) business days after issuance the effect of such ruling amending, extending or order to obtain relief that would allow consummation waiving any of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretionMilestones; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” under the Notes Indenture or the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders).

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated by the delivery to the Companies of a written notice in accordance with Section 18(o) hereof by the Consenting Noteholders, Noteholders (as determined in accordance with Section 11 hereof) in the exercise of their sole discretion, may terminate this Agreement upon or at any time following the occurrence and, if applicable, continuation of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretionevents: (a) Ascent or Monitronics amends or modifies any of the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification Implementation Date has not been revoked occurred on or withdrawn within three (3) business days after before the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)Outside Date; (b) the issuance Companies enter into an agreement with respect to an Other Transaction in accordance with Section 4(k), provided that in such event Lone Pine shall pay to the Backstop Parties the fee provided for in Section 3(j) of the Backstop Agreement; (c) failure by any governmental authorityof the Companies to comply in all material respects with, or default by any of the Companies in the performance or observance of, any regulatory authoritymaterial term, condition, covenant or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions agreement set forth in this Agreement, the Term Sheet and the Definitive Documentation; providedwhich, howeverif capable of being cured, that Ascent and Monitronics shall have is not cured within five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days Business Days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be failure or default and provided by Stroock at the direction of the Requisite Consenting Noteholdersthat, for greater certainty, no cure period shall apply with respect to any termination pursuant to Sections 12(a), 12(b) or 12(f); (d) Ascent any representation, warranty or Monitronics terminates its obligations under and acknowledgement of any of the Companies made in accordance with this AgreementAgreement shall prove untrue in any material respect as of the date when made; (e) the failure issuance of any Definitive Documentation to comply final decision, order or decree by a Governmental Entity, in consequence of or in connection with the requirements of Section 4 of this AgreementRecapitalization, which non-compliance remains uncured for restrains or impedes in any material respect or prohibits the Recapitalization or any material part thereof or requires or purports to require a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction material variation of the Requisite Consenting Noteholders)Recapitalization; (f) the occurrence appointment of any eventa receiver, changeinterim receiver, effectreceiver and manager, occurrencetrustee in bankruptcy, developmentliquidator or administrator in respect of Lone Pine Canada, circumstance, condition, result, state of fact or change of fact that is not known as unless such event occurs with the prior written consent of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence amendment, modification or filing of a pleading by the Companies or any “Event of Default” under them seeking to amend or modify the Notes Indenture Recapitalization Terms or the Credit Agreement (subject to Plan, or any applicable right to cure therein upon notice material document or order relating thereto, if such amendment or modification is not acceptable to the Requisite Consenting Noteholders, acting in a manner consistent with the terms of this Agreement and the Term Sheet; (h) if as a result of (A) one or more terminations of this Agreement as to one or more Breaching Noteholders pursuant to Section 13(b) or (B) one or more terminations of its obligations under this Agreement by one or more Objecting Noteholders pursuant to Section 18(m), the aggregate amount of Relevant Notes held by the Consenting Noteholders that remain party to this Agreement equals less than two-thirds of the aggregate amount of Notes; or (hi) the occurrence Consenting Noteholders determine, acting reasonably, that there is no reasonable prospect that the conditions set forth in Section 8 will be satisfied or waived by the Outside Date; provided that the Consenting Noteholders’ right to terminate this Agreement under this provision shall only be exercisable by the Consenting Noteholders if they have requested and received a written notice from the Companies confirming the Companies’ unconditional inability to satisfy any such conditions, which response shall be provided within three Business Days of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)request.

Consenting Noteholder Termination Events. The Requisite Consenting Noteholders, in their sole discretion, may This Agreement shall terminate this Agreement automatically without any action or notice upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Noteholders’ Termination Event”)): (a) the failure of Callon to commence the Consent Solicitation on or prior to the Consent Commencement Date, except as may be agreed by giving written notice Callon and the Consenting Noteholders, (b) with respect to the Consent Solicitation, the voting in favor of the consents solicited pursuant to the Consent Solicitation by the holders thereof of less than 75% in principal amount of the Notes (provided that, for purposes of calculating the percentage of Notes voted in favor of the consents solicited pursuant to any Consent Solicitation, any Notes of any Consenting Noteholder that are subject to this Agreement shall be deemed to have been voted in favor of such termination to each consents if the failure of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived to so vote such Notes would, but for the provisions of this Section 7(a), constitute a breach of such Consenting Noteholder’s commitments under this Agreement), (c) the breach in writing any material respect by the Requisite Consenting Noteholders in their sole discretion: (a) Ascent or Monitronics amends or modifies Callon of any of the Definitive Documentation representations, warranties or covenants set forth in a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (bd) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling Consent Solicitation or order to obtain relief that would allow consummation any of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreementtransactions contemplated thereunder, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (d) Ascent or Monitronics terminates its obligations under and in accordance with this Agreement; (e) the failure of any Definitive Documentation to comply with the requirements of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (f) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders); (g) the occurrence of any “Event of Default” ”, default or acceleration event under the Notes Indenture or (f) if the Credit Agreement (subject to any applicable right to cure therein upon notice to the Requisite Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through and including (g) by Ascent or Monitronics that Consent Solicitation has not been cured (if susceptible to cure) within five (5) business days after consummated in accordance with the receipt by Ascent and Monitronics of written notice of such breach from terms set forth herein on or before the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)Outside Date.

Consenting Noteholder Termination Events. The Requisite Any Consenting Noteholders, in their sole discretion, Noteholder may terminate this Agreement as to itself upon or written notice to the Company, delivered in accordance with Section 32 hereof, at any time following after the occurrence of any of the following events; provided that this Agreement shall terminate automatically upon the occurrence of the events set forth in clauses 8.1(d) and 8.1(e) below (eacheach of the following, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretion:): (a) Ascent the Effective Date shall not have occurred on or Monitronics amends or modifies any of before December 3, 2018 (the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders“Outside Date”); (b) the issuance material breach by any governmental authority, any regulatory authority, or any court of competent jurisdiction, the Company of any ruling of its undertakings, obligations, representations, warranties or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party covenants set forth in this Agreement (it being understood and agreed or the Definitive Documents, that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days Business Days after the receipt by Ascent and Monitronics the Company of written notice of such breach from delivered in accordance herewith; (c) any court of competent jurisdiction or other competent governmental or regulatory authority shall have issued an order making illegal or otherwise restricting, preventing or prohibiting the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction consummation of the Requisite Consenting Noteholders)Restructuring or Restructuring Transactions; (d) Ascent without the prior written consent of the Required Consenting Noteholders, any Company Party (i) commences a voluntary case under the Bankruptcy Code, (ii) consents to the appointment of, or Monitronics terminates taking possession by, a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of any Company Party or the property or assets of any Company Party; or (iii) makes any general assignment for the benefit of its obligations under and in accordance with this Agreementcreditors; (e) the failure commencement of an involuntary bankruptcy case against any Definitive Documentation to comply with Company Party under the requirements of Section 4 of this AgreementBankruptcy Code, which non-compliance remains uncured for a period of three if such involuntary case is not dismissed within sixty (360) business calendar days after the receipt by Ascent and Monitronics of written notice of filing thereof, or if a court order grants the relief sought in such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders);involuntary proceeding (f) any Company Party directly or indirectly seeks, solicits, proposes or supports an Alternative Proposal or announces its intention to no longer pursue the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact Restructuring or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders);Restructuring Transactions; or (g) any material term or condition of the occurrence Restructuring, Restructuring Transactions or any of the Definitive Documents and any “Event of Default” under amendment, modification, or supplement thereto is inconsistent in any material respect with the Notes Indenture or Restructuring Term Sheet or, if not addressed by the Credit Agreement (subject to any applicable right to cure therein upon notice Restructuring Term Sheet, is not in form and substance acceptable to the Requisite Required Consenting Noteholders); or (h) the occurrence of any other material breach of this Agreement not otherwise covered in the immediately preceding clauses (a) through , and including (g) by Ascent or Monitronics that has not been cured (if susceptible to cure) within such event remains uncured for five (5) business days Business Days after the receipt by Ascent and Monitronics the Company of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)thereof.

Consenting Noteholder Termination Events. The Requisite This Agreement may be terminated by delivery to the ACG Parties and the Xxxxxx Parties of a written notice in accordance with Section 10.12 hereof by the Consenting Noteholders holding no less than the majority in principal amount of the Xxxxxx Second Lien Notes held at such time by Consenting Noteholders, Consenting Noteholders holding no less than the majority in their sole discretionprincipal amount of the Xxxxxx Senior Notes held at such time by Consenting Noteholders, may terminate this Agreement or Consenting Noteholders holding no less than the majority in principal amount of the ACG Second Lien Notes held at such time by Consenting Noteholders, upon or at any time following the occurrence and continuance of any of the following events (each, a “Consenting Noteholder Noteholders’ Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretion:; (a) Ascent the breach in any material respect by the Xxxxxx Parties or Monitronics amends or modifies the ACG Parties of any of the Definitive Documentation undertakings, representations, warranties or covenants of such Parties set forth in this Agreement and the Agreement and Plan of Merger which remains uncured for a manner that is inconsistent with this Agreement, and such amendment or modification has not been revoked or withdrawn within period of three (3) business days after the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)such breach; (b) the issuance by any governmental authority, including any regulatory authority, authority or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Agreement, the Term Sheet and the Definitive Documentation; provided, however, that Ascent and Monitronics shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation a material portion of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretionTransactions; (c) the breach in any material respect occurrence of an Event of Default (without giving effect to any “materiality” qualifiers set forth therein) other than an Event of Ascent Default resulting from the filing of the Chapter 11 Cases or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding from the failure to make any interest payments) as defined in and under any indenture governing any of any specific provision the Notes, in the Term Sheet to be re-copied in this Agreement) that (each case which is not waived pursuant to the extent curable) terms of or remains uncured for a the applicable period under the relevant indenture, (and except in each case for any such Event of five (5) business days after Default, relating to any obligations to file, furnish or deliver any reports, information or documents under the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction terms of the Requisite Consenting Noteholdersindentures governing such Notes); (d) Ascent if any change, effect, event, occurrence, development, circumstance or Monitronics terminates state of facts occurs that has or would be expected to have a Material Adverse Effect or that materially impairs the ability of any of the Xxxxxx Parties or the ACG Parties to perform its obligations under and in accordance with this AgreementAgreement or have a material adverse effect on, or prevent or materially delay the consummation of, the Transactions. As used herein “Material Adverse Effect” shall have the meaning on Schedule I, attached hereto; (e) subject to Section 8.08 hereof, the failure ACG Parties or the Xxxxxx Parties lose the exclusive right to file and solicit acceptances of any Definitive Documentation to comply with the requirements a plan of Section 4 of this Agreement, which non-compliance remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)reorganization; (f) the occurrence any term of any eventTransaction Document that has been executed, changebeen filed with the Bankruptcy Court, effect, occurrence, development, circumstance, condition, result, state of fact become effective or change of fact that is not known as of the date hereof (each, an “Event”) that, individually or together with all other Eventsbeen otherwise finalized, has had, not been approved in accordance with Section 3.02 hereof or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of written notice thereof from the any such Transaction Document that has been approved is modified without Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders)Noteholder Consent; (g) an examiner with expanded powers or a trustee shall have been appointed in the occurrence of any “Event of Default” under the Notes Indenture ACG Chapter 11 Cases or the Credit Agreement (subject Xxxxxx Chapter 11 Cases, the ACG Chapter 11 Cases or the Xxxxxx Chapter 11 Cases shall have been converted to any applicable right to cure therein upon notice to cases under chapter 7 of the Requisite Consenting Noteholders); orBankruptcy Code, or the ACG Chapter 11 Cases or the Xxxxxx Chapter 11 Cases shall have been dismissed by order of the Bankruptcy Court; (h) the occurrence of ACG Parties or the Xxxxxx Parties file any other motion or pleading with the Bankruptcy Court that is not consistent in any material breach of respect with this Agreement not otherwise covered in or the immediately preceding clauses (a) through Term Sheet and including (g) by Ascent such motion or Monitronics that pleading has not been cured withdrawn prior to the earlier of (if susceptible to curei) within five (5) two business days after of the receipt by Ascent ACG Parties or the Xxxxxx Parties, as applicable, receiving notice that such motion or pleading is inconsistent with this Agreement or the Term Sheet and Monitronics (ii) entry of written notice an order of the Bankruptcy Court approving such motion; (i) the Bankruptcy Court grants relief that is inconsistent with this Agreement or the Term Sheet in any material respect, including with respect to the adequate protection to the holders of the Xxxxxx Second Lien Notes provided for in the Term Sheet; (j) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets having an aggregate value in excess of $1,000,000; (k) other than pursuant to the Xxxxxx Plan or the ACG Plan, the Xxxxxx Parties or the ACG Parties have moved for, or the Bankruptcy Court shall have entered, an order authorizing or directing the assumption of an executory contract or unexpired lease without Requisite Noteholder Consent, which consent shall not be unreasonably withheld or delayed, if (i) the cure amount plus the future contractual obligations of any of the Xxxxxx Parties or the ACG Parties, as the case may be, under such executory contract or unexpired lease, as of the date of such breach from assumption, exceeds $1,000,000 per contract or lease or $6,750,000 in the Requisite aggregate for all such contracts or leases or (ii) any counterparty to such executory contract or unexpired lease is an insider (as such term is defined in section 101 of the Bankruptcy Code) of the Xxxxxx Parties or the ACG Parties; or (l) subject to the execution of an appropriate and otherwise reasonable confidentiality agreement, the failure by the Xxxxxx Parties or the ACG Parties to provide to the Initial Consenting Noteholders and their advisors, including Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, Xxxxxxxxx & Company, Inc., Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Stroock & Stroock & Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital, Inc., Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxxxxxx Xxxxxxxx Partners L.P. and Wachtell, Lipton, Xxxxx & Xxxx (which notice may be provided by Stroock at i) reasonable access to the direction books and records of the Requisite Consenting Noteholders)Xxxxxx Parties and the ACG Parties, as applicable and (ii) reasonable access to the respective management and advisors of the Xxxxxx Parties and the ACG Parties for the purposes of evaluating the Xxxxxx Parties’ and ACG Parties’ respective business plans and participating in the plan process with respect to the Transactions.

Consenting Noteholder Termination Events. The Requisite ‌ This Agreement may be terminated by the delivery to the Company of a written notice in accordance with Section 19(o) hereof by the Consenting Noteholders, Noteholders (as determined in accordance with Section 12 hereof) in the exercise of their sole discretion, may terminate this Agreement upon or at any time following the occurrence and, if applicable, continuation of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretionevents: (a) Ascent the milestones under Section 4(d) (as may be amended) have not been met or Monitronics amends waived, or modifies any of the Definitive Documentation in a manner that is inconsistent with this Agreement, and such amendment or modification Implementation Date has not been revoked occurred on or withdrawn within three (3) business days after before the receipt by Ascent and Monitronics of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders);Outside Date;‌ (b) the issuance by Company or any governmental authorityof the Subsidiaries enter into an agreement with respect to an Other Transaction in accordance with Section 4(k);‌ (c) the Company or any of the Subsidiaries takes any action inconsistent with this Agreement or fails to comply with, or defaults in the performance or observance of, any regulatory authoritymaterial term, condition, covenant or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions agreement set forth in this Agreement, the Term Sheet and the Definitive Documentation; providedwhich, howeverif capable of being cured, that Ascent and Monitronics shall have is not cured within five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion; (c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of Ascent or Monitronics of any representation, warranty, or covenant of such Party set forth in this Agreement (it being understood and agreed that any actions required to be taken by Ascent and Monitronics that are included in the Term Sheet attached to this Agreement but not in this Agreement are to be considered “covenants” of Ascent and Monitronics, and therefore covenants of this Agreement, notwithstanding the failure of any specific provision in the Term Sheet to be re-copied in this Agreement) that (to the extent curable) remains uncured for a period of five (5) business days Business Days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may be failure or default and provided by Stroock at the direction of the Requisite Consenting Noteholdersthat, for greater certainty, no cure period shall apply with respect to any termination pursuant to Sections 13(a), 13(b) or 13(f); (d) Ascent any representation, warranty or Monitronics terminates its obligations under and acknowledgement of any of the Company or any of the Subsidiaries made in accordance with this AgreementAgreement shall prove untrue in any material respect as of the date when made; (e) the failure issuance of any Definitive Documentation to comply final decision, order or decree by a Governmental Entity, in consequence of or in connection with the requirements of Section 4 of this AgreementTransaction, which non-compliance remains uncured for restrains or impedes in any material respect or prohibits the Transaction or any material part thereof or requires or purports to require a period of three (3) business days after the receipt by Ascent and Monitronics of written notice of such non-compliance from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction material variation of the Requisite Consenting Noteholders)Transaction; (f) the occurrence Proceedings are dismissed or a receiver, interim receiver, receiver and manager, trustee in bankruptcy, liquidator or administrator is appointed in respect of Jaguar or any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact that is not known as of the date hereof (eachSubsidiaries, an “Event”) that, individually or together unless such event occurs with all other Events, has had, or would reasonably be expected to have, a material adverse effect as measured from the date hereof on the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of Ascent or Monitronics, taken as a whole, or their ability to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement, which material adverse effect remains uncured for a period of three (3) business days after the receipt by Ascent and Monitronics of prior written notice thereof from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction consent of the Requisite Consenting Noteholders);Noteholders;‌ (g) the occurrence amendment, modification or filing of any “Event of Default” under a pleading by the Notes Indenture Company seeking to amend or modify the Transaction Terms or the Credit Agreement (subject to Plan, or any applicable right to cure therein upon notice material document or order relating thereto, if such amendment or modification is not acceptable to the Requisite Consenting Noteholders, acting in a manner consistent with the terms of this Agreement and the Term Sheet; (h) if, upon the request of the Consenting Noteholders to implement the Transaction pursuant to the CCAA, the Company fails to commence CCAA Proceedings, or if the Company fails to commence CCAA Proceedings in accordance with Section 7(a) within two Business Days of the deadlines set forth in Section 7(a); (i) the Backstop Agreement has been terminated; or (hj) the occurrence of any other material breach of this Agreement conditions set forth in Section 8 are not otherwise covered satisfied or waived by the Voting Deadline, the conditions set forth in Section 9 are not satisfied or waived by the immediately preceding clauses (a) through and including (g) by Ascent Outside Date or Monitronics that has not been cured (if susceptible to cure) within five (5) business days after the receipt by Ascent and Monitronics of written notice of such breach from the Requisite Consenting Noteholders (which notice may determine that there is no reasonable prospect that the conditions set forth in Section 8 will be provided satisfied or waived by Stroock at the direction of Voting Deadline or that there is no reasonable prospect that the Requisite Consenting Noteholders)conditions set forth in Section 9 will be satisfied or waived by the Outside Date.