Common use of Termination Event Procedures Clause in Contracts

Termination Event Procedures. i. Upon the occurrence of a Termination Event contemplated by clause (ii) of Section 8(a) hereof or clause (xii) of Section 8(a) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company shall have the right to terminate this Agreement and the Term Sheet by giving written notice thereof to the other Parties. ii. Upon the occurrence of a Termination Event contemplated by clause (viii), (xi), (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) hereof, this Agreement and the Term Sheet shall automatically terminate without further action. iii. Except as set forth in Section 8(b)(i) and 8(b)(ii) hereof, upon the occurrence of a Termination Event (including, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject to the last sentence of Section 8(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement and the Term Sheet by giving written notice to the other Parties unless no later than five (5) business days after the occurrence of any such Termination Event, the occurrence of such Termination Event is waived in writing by the Undersigned Holder. The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder (the “Automatic Stay”) in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 hereof.

Termination Event Procedures. i. (a) Upon the occurrence of a Termination Event contemplated by clause (ii) of pursuant to Section 8(a) hereof or clause (xii) of Section 8(a8.1(k) hereof due to a material breach of this Agreement by Xxxxxx, then the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company Debtors shall have the right to terminate this Agreement Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet by giving written notice thereof to the other Parties. ii. (b) Upon the occurrence of a Termination Event pursuant to Section 8.1(k) hereof due to a material breach of this Agreement by the Debtors, then the Consenting First Lien Holders, the Consenting Second Lien Holders and the Consenting 11% Senior Note Holders shall have the right to terminate this Agreement. (c) Upon the occurrence of a Termination Event contemplated by clause clauses (viiia), (xig), (xivh), (i), (j), (l), (m), (n), (o) or (xviq) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) 8.1 hereof, this Agreement Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet shall automatically terminate without further action. iii. (d) Except as set forth in Section 8(b)(i8.2(a), 8.2(b) and 8(b)(ii8.2(c) hereof, upon the occurrence of a Termination Event (includingEvent, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject to the last sentence of Section 8(a) hereofthis Agreement, the Undersigned Holder shall have Plan, the right to terminate this Agreement First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet by giving written notice to the other Parties shall automatically terminate without further action unless no later than five three (53) business days Business Days after the occurrence of any such Termination Event, the occurrence of such Termination Event is waived in writing by each of the Undersigned HolderDebtors and: (a) Holders of more than 50% of the aggregate outstanding principal amount of the First Lien Claims held by Consenting First Lien Holders (the “First Lien Requisite Holders”); (b) Holders of more than 50% of the aggregate outstanding principal amount of the Second Lien Claims held by Consenting Second Lien Holders (the “Second Lien Requisite Holders”); and (c) Holders of more than 50% of the aggregate outstanding principal amount of the Senior Note Claims held by Consenting 11% Senior Note Holders (the “Senior Note Requisite Holders”). The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder (the “Automatic Stay”) in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 hereof.

Termination Event Procedures. i. (a) Upon the occurrence of a Termination Event contemplated by clause pursuant to Section 7.1(b) hereof, either: (i) the Requisite Holding Noteholders and/or (ii) of Section 8(a) hereof or clause (xii) of Section 8(a) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company Requisite Second Lien Noteholders shall have the right to terminate this Agreement and the Plan Term Sheet by giving written notice to the other Parties, only if the occurrence of the Termination Event has not been waived or cured after a period of five (5) days following written notice. (b) Upon the occurrence of a Termination Event pursuant to Section 7.1(l) hereof, either (i) the Debtors, (ii) the Requisite Holding Noteholders and/or (iii) the Requisite Second Lien Noteholders shall have the right to terminate this Agreement and the Plan Term Sheet, as to themselves, by giving written notice thereof to the other Parties. ii. (c) Upon the occurrence of a Termination Event contemplated by clause clauses (viiih), (xii), (xivj), (k), (m), (n) or (xvio) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) 7.1 hereof, this Agreement and the Plan Term Sheet shall automatically terminate without further action. iii. (d) Except as set forth in Section 8(b)(iSections 7.2(a), (b) and 8(b)(ii(c) hereof, upon the occurrence of a Termination Event (includingEvent, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject to the last sentence of Section 8(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement and the Plan Term Sheet by giving written notice to the other Parties shall automatically terminate without further action unless no later than five three (53) business days after the occurrence of any such Termination Event, the occurrence of such Termination Event is waived in writing by each of (i) the Undersigned HolderRequisite Holding Noteholders and (ii) the Requisite Second Lien Noteholders. The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder (the “Automatic Stay”) in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the this Agreement shall not restrict the Parties’ rights and remedies for any breach of the this Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 5 hereof. If this Agreement terminates pursuant to the occurrence of a Termination Event as provided herein, with respect to either the Consenting Noteholders holding the Holding Notes or the Consenting Noteholders holding the IHC Second Lien Notes, the class of noteholders to which this Agreement has not terminated (either the Consenting Noteholders holding the Holding Notes or the Consenting Noteholders holding the IHC Second Lien Notes), can elect to terminate this Agreement as to themselves by delivering written notice to the Debtors within thirty (30) days of the occurrence of the Termination Event.

Termination Event Procedures. i. (a) Upon the occurrence of a Termination Event contemplated by clause (ii) of pursuant to Section 8(a) hereof or clause (xii) of Section 8(a8.1(h) hereof due to a material breach of this Agreement by the Undersigned HolderConsenting Holders, in each case subject to then the last sentence of Section 8(a) hereof, the Company Debtors shall have the right to terminate this Agreement and the Plan Term Sheet by giving written notice thereof to the other PartiesConsenting Holders. ii. (b) Upon the occurrence of a Termination Event contemplated by clause clauses (viiii), (xij), (xivk) or (xvil) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) 8.1 hereof, this Agreement and the Plan Term Sheet shall automatically terminate without further action. iii. (c) Except as set forth in Section 8(b)(i8.2(a) and 8(b)(ii8.2(b) hereof, upon the occurrence of a Termination Event (includingEvent, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject to the last sentence of Section 8(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement and the Plan Term Sheet by giving written notice to the other Parties unless shall automatically terminate without further action unless, no later than five three (53) business days after the occurrence of any such Termination Event, the occurrence of such Termination Event is waived in writing by 51% of the Undersigned aggregate outstanding principal amount of the Senior Note Claims held by Consenting Holders (the “Senior Note Requisite Holders”); provided, however, that with respect to any Termination Event which is triggered by the failure or inability to obtain the agreement or consent of each Consenting Holder or to have a document acceptable or satisfactory to each Consenting Holder (a “Non-Consenting Holder”), the Termination Event shall only apply to such Non-Consenting Holder and this Agreement shall otherwise remain in full force and effect; provided, further, however, that at such time as the Consenting Holders do not hold at least 50% of the Senior Notes Claims then this Agreement shall terminate and be of no further force and effect. The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder (the “Automatic Stay”) in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 hereof.

Termination Event Procedures. i. Upon This Agreement shall automatically terminate and be of no further force or effect upon the occurrence first to occur of the Termination Events contemplated by any of clauses (v), (vi), (vii), (ix) or (x) of Section 9(a) hereof. In the event of a Termination Event contemplated by clause (iixiv) of Section 8(a9(a) hereof or hereof, this Agreement shall terminate upon written notice to the Company in accordance with Section 9(c)(iii) hereof. ii. Except as set forth in clause (xiii) of Section 8(a9(b) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case and subject to the last sentence of Section 8(a) hereof, the Company shall have the right to terminate this Agreement and the Term Sheet by giving written notice thereof to the other Parties. ii. Upon the occurrence of a Termination Event contemplated by clause (viii), (xi), (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a9(a) hereof, this Agreement shall terminate and be of no further force or effect upon written notice to the Term Sheet Plan Support Parties by the Company upon the occurrence of any Termination Event (and with respect to clause (xi) of Section 9(a), due to a breach by the Undersigned Holder that has not been cured); provided, that if any Plan Support Party shall automatically terminate without further actionbreach its obligations pursuant to this Agreement or any similar agreement executed by a Plan Support Party, a Termination Event arising as a result of such act or omission shall apply only to the breaching Plan Support Party. iii. Except as set forth in Section 8(b)(i) and 8(b)(ii) hereof, upon the occurrence of a Termination Event (including, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a9(b) hereof), hereof and subject to the last sentence of Section 8(a9(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement shall terminate and the Term Sheet by giving be of no further force or effect upon written notice to the other Parties unless no later than five (5) business days after Company by the Undersigned Holder upon the occurrence of any such Termination Event, except where the occurrence of such Termination Event is waived conditioned upon the approval or acceptance of the Majority Support Parties in writing which event this Agreement shall terminate and be of no further force or effect upon written notice to the Company by the Undersigned HolderMajority Support Parties (and with respect to clause (xi) of Section 9(a), due to a breach by the Company that has not been cured). The Parties hereby waive any requirement under section 362 of the Bankruptcy Code or the CCAA to lift the automatic stay thereunder (and the “Automatic Stay”) stay of proceeding in effect under the CCAA in connection with giving any such notice and effecting such termination (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay automatic stay or the CCAA stay in connection with giving any such noticenotice and effecting such termination, if necessary); provided, that if any Plan Support Party shall breach its obligations pursuant to this Agreement or any similar agreement executed by a Plan Support Party, a Termination Event arising as a result of such act or omission shall apply only to the breaching Plan Support Party. iv. Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, pursuant to the reservation of rights set forth in Section 6 hereofherein.

Termination Event Procedures. i. (a) Upon the occurrence of a Termination Event contemplated by clause (ii) of pursuant to Section 8(a) hereof or clause (xii) of Section 8(a8.1(k) hereof due to a material breach of this Agreement by Sopris, then the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company Debtors shall have the right to terminate this Agreement Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet by giving written notice thereof to the other Parties. ii. (b) Upon the occurrence of a Termination Event pursuant to Section 8.1(k) hereof due to a material breach of this Agreement by the Debtors, then the Consenting First Lien Holders, the Consenting Second Lien Holders and the Consenting 11% Senior Note Holders shall have the right to terminate this Agreement. (c) Upon the occurrence of a Termination Event contemplated by clause clauses (viiia), (xig), (xivh), (i), (j), (l), (m), (n), (o) or (xviq) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) 8.1 hereof, this Agreement Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet shall automatically terminate without further action. iii. (d) Except as set forth in Section 8(b)(i8.2(a), 8.2(b) and 8(b)(ii8.2(c) hereof, upon the occurrence of a Termination Event (includingEvent, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject to the last sentence of Section 8(a) hereofthis Agreement, the Undersigned Holder shall have Plan, the right to terminate this Agreement First Lien Term Sheet, the Second Lien Term Sheet and the Rights Offering Term Sheet by giving written notice to the other Parties shall automatically terminate without further action unless no later than five three (53) business days Business Days after the occurrence of any such Termination Event, the occurrence of such Termination Event is waived in writing by each of the Undersigned HolderDebtors and: (a) Holders of more than 50% of the aggregate outstanding principal amount of the First Lien Claims held by Consenting First Lien Holders (the “First Lien Requisite Holders”); (b) Holders of more than 50% of the aggregate outstanding principal amount of the Second Lien Claims held by Consenting Second Lien Holders (the “Second Lien Requisite Holders”); and (c) Holders of more than 50% of the aggregate outstanding principal amount of the Senior Note Claims held by Consenting 11% Senior Note Holders (the “Senior Note Requisite Holders”). The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder (the “Automatic Stay”) in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 hereof.

Termination Event Procedures. i. Upon This Agreement shall automatically terminate and be of no further force or effect upon the occurrence first to occur of the Termination Events contemplated by any of clauses (v), (vi), (vii), (ix) or (x) of Section 9(a) hereof. In the event of a Termination Event contemplated by clause (iixiv) of Section 8(a9(a) hereof or hereof, this Agreement shall terminate upon written notice to the Company in accordance with Section 9(c)(iii) hereof. ii. Except as set forth in clause (xiii) of Section 8(a9(b) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case and subject to the last sentence of Section 8(a) hereof, the Company shall have the right to terminate this Agreement and the Term Sheet by giving written notice thereof to the other Parties. ii. Upon the occurrence of a Termination Event contemplated by clause (viii), (xi), (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a9(a) hereof, this Agreement shall terminate and be of no further force or effect upon written notice to the Term Sheet Plan Support Parties by the Company upon the occurrence of any Termination Event (and with respect to clause (xi) of Section 9(a), due to a breach by the Undersigned Holder that has not been cured); provided, that if any Plan Support Party shall automatically terminate without further actionbreach its obligations pursuant to this Agreement or any similar agreement executed by a Plan Support Party, a Termination Event arising as a result of such act or omission shall apply only to the breaching Plan Support Party. iii. Except as set forth in Section 8(b)(i) and 8(b)(ii) hereof, upon the occurrence of a Termination Event (including, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a9(b) hereof), hereof and subject to the last sentence of Section 8(a9(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement shall terminate and the Term Sheet by giving be of no further force or effect upon written notice to the other Parties unless no later than five (5) business days after Company by the Undersigned Holder upon the occurrence of any such Termination Event, except where the occurrence of such Termination Event is waived conditioned upon the approval or acceptance of the Majority Support Parties in writing which event this Agreement shall terminate and be of no further force or effect upon written notice to the Company by the Undersigned HolderMajority Support Parties (and with respect to clause (xi) of Section 9(a), due to a breach by the Company that has not been cured). The Parties hereby waive any requirement under section 362 of the Bankruptcy Code or the CCAA to lift the automatic stay thereunder (and the “Automatic Stay”) stay of proceeding in effect under the CCAA in connection with giving any such notice and effecting such termination (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay automatic stay or the CCAA stay in connection NYDOCS03/906994.6 with giving any such noticenotice and effecting such termination, if necessary); provided, that if any Plan Support Party shall breach its obligations pursuant to this Agreement or any similar agreement executed by a Plan Support Party, a Termination Event arising as a result of such act or omission shall apply only to the breaching Plan Support Party. iv. Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, pursuant to the reservation of rights set forth herein. (i) There shall be a Termination Event if there is a material change to the percentage of New ABH Common Stock to be distributed to the Undersigned Holder as described in Section 6 hereofsubsection (c)(ii) below, unless such material change has been mandated by an order of the Bankruptcy Courts over the objection or motion for disallowance by the Company or the Undersigned Holder. (ii) To determine whether there has been a material change to the percentage of New ABH Common Stock to be distributed to the Undersigned Holder, no later than three (3) days after the Confirmation Hearing, the Company shall deliver to the Undersigned Holder a certificate of a responsible officer (the “Recovery Certificate”) of the Company that includes:

Termination Event Procedures. i. Upon This Agreement shall automatically terminate and be of no further force or effect upon the occurrence first to occur of the Termination Events contemplated by any of clauses (v), (vi), (vii), (ix) or (x) of Section 9(a) hereof. In the event of a Termination Event contemplated by clause (iixiv) of Section 8(a9(a) hereof or hereof, this Agreement shall terminate upon written notice to the Company in accordance with Section 9(c)(iii) hereof. ii. Except as set forth in clause (xiii) of Section 8(a9(b) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case and subject to the last sentence of Section 8(a) hereof, the Company shall have the right to terminate this Agreement and the Term Sheet by giving written notice thereof to the other Parties. ii. Upon the occurrence of a Termination Event contemplated by clause (viii), (xi), (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a9(a) hereof, this Agreement shall terminate and be of no further force or effect upon written notice to the Term Sheet Plan Support Parties by the Company upon the occurrence of any Termination Event (and with respect to clause (xi) of Section 9(a), due to a breach by the Undersigned Holder that has not been cured); provided, that if any Plan Support Party shall automatically terminate without further actionbreach its obligations pursuant to this Agreement or any similar agreement executed by a Plan Support Party, a Termination Event arising as a result of such act or omission shall apply only to the breaching Plan Support Party. iii. Except as set forth in Section 8(b)(i) and 8(b)(ii) hereof, upon the occurrence of a Termination Event (including, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a9(b) hereof), hereof and subject to the last sentence of Section 8(a9(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement shall terminate and the Term Sheet by giving be of no further force or effect upon written notice to the other Parties unless no later than five (5) business days after Company by the Undersigned Holder upon the occurrence of any such Termination Event, except where the occurrence of such Termination Event is waived conditioned upon the approval or acceptance of the Majority Support Parties in writing which event this Agreement shall terminate and be of no further force or effect upon written notice to the Company by the Undersigned HolderMajority Support Parties (and with respect to clause (xi) of Section 9(a), due to a breach by the Company that has not been cured). The Parties hereby waive any requirement under section 362 of the Bankruptcy Code or the CCAA to lift the automatic stay thereunder (and the “Automatic Stay”) stay of proceeding in effect under the CCAA in connection with giving any such notice and effecting such termination (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay automatic stay or the CCAA stay in connection with giving any such noticenotice and effecting such termination, if necessary); provided, that if any Plan Support Party shall breach its obligations pursuant to this Agreement or any similar agreement executed by a Plan Support Party, a Termination Event arising as a result of such act or omission shall apply only to the breaching Plan Support Party. iv. Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, pursuant to the reservation of rights set forth herein. (i) There shall be a Termination Event if there is a material change to the percentage of New ABH Common Stock to be distributed to the Undersigned Holder as described in Section subsection (c)(ii) below, unless such material change has been mandated by an order of the Bankruptcy Courts over the objection or motion for disallowance by the Company or the Undersigned Holder. (ii) To determine whether there has been a material change to the percentage of New ABH Common Stock to be distributed to the Undersigned Holder, no later than three (3) days after the Confirmation Hearing, the Company shall deliver to the Undersigned Holder a certificate of a responsible officer (the “Recovery Certificate”) of the Company that includes: a. A good faith statement of the total percentage of New ABH Common Stock reasonably expected to be received on the Effective Date by the Undersigned Holder on account of Claims in Class 6 hereofof the U.S. Plan and Claims in the Affected Unsecured Creditor Classes of the CCAA Plan, predicated upon the analysis set forth (on a per bond issuance basis) on Exhibit 4 hereto (the total percentage of New ABH Common Stock set forth on the Exhibit 4 hereto for each applicable bond issuance, the “Fixed Percentage”) and after giving effect to the Disputed Claims Reserve (as defined in the Plans); b. A representation to the Undersigned Holder that the Company reasonably believes in good faith that the total percentage of New ABH Common Stock expected to be received by the Undersigned Holder on account of the Undersigned Holder’s relevant Claim(s) as of the Final Distribution Date (as defined in the U.S. Plan) will be the percentage stated in the certificate (the “Ultimate Recovery”), it being understood that the Company shall calculate the Ultimate Recovery using the same formula and methodology used to calculated the Fixed Percentage; and c. A comparison of the Ultimate Recovery against the Fixed Percentage, along with an explanation of Claims included in calculating the Ultimate Recovery that were mandated by an order of the Bankruptcy Courts over the objection or motion for disallowance by the Company or the Undersigned Holder. (iii) If the Recovery Certificate delivered by the Company demonstrates that (A) the Ultimate Recovery is lower than the Fixed Percentage by more than five percent (5%) of the Fixed Percentage and (B) such reduced recovery is caused by additional allowed Claims (other than Claims mandated by an order of the Bankruptcy Courts over the objection or motion for disallowance by the Company or the Undersigned Holder), then a Termination Event shall have occurred and the Undersigned Holder shall have the right to terminate this Agreement pursuant to section 9(b)(iii) hereof no earlier than three (3) days after delivery of the Recovery Certificate.

Termination Event Procedures. i. Upon the occurrence of a Termination Event contemplated by clause (ii) of Section 8(a) hereof or clause (xii) of Section 8(a) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company shall have the right to terminate this Agreement and the Term Sheet by giving written notice thereof to the other Parties. ii. Upon the occurrence of a Termination Event contemplated by clause (viii), (xi), (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) hereof, this Agreement and the Term Sheet shall automatically terminate without further action. iii. Except as set forth provided in Section 8(b)(i) and 8(b)(ii) hereof6.1, upon the occurrence of a Termination Event, any Party that is materially and adversely affected by such Termination Event (including, for the avoidance of doubt, may terminate its obligations under this Agreement by providing a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject Notice to all other Parties to this Agreement utilizing the last sentence of Section 8(a) notice addresses in section 10.13 hereof, and, unless the Undersigned Holder shall have Party or Parties providing the right to terminate this Agreement and Termination Notice waives the Term Sheet by giving written notice to the other Parties unless Termination Event in writing no later than five (5) business days Business Days after the occurrence of any such Termination Event, the occurrence date of such Termination Event Notice, such Party’s obligations and benefits under this Agreement shall be terminated; provided, however, that a Party shall not be required to demonstrate that it is waived “materially and adversely affected” by a failure to satisfy the Milestones in writing by the Undersigned HolderSection 6. The Parties hereby waive any requirement 1 (i) to exercise its termination rights under section 362 6.1 of this Agreement. Notwithstanding the Bankruptcy Code to lift foregoing, if a Termination Event as specified in clauses (a), (b), or (c), of Section 6.1 hereof occurs, this Agreement shall automatically terminate without further action by any Party. In the automatic stay thereunder (event the “Automatic Stay”) in connection with giving any such notice (and agree not to object Agreement is terminated as to any non-breaching Party, such Party seeking shall not have any continuing liability or obligation under this Agreement and each Party shall have all the rights and remedies available to lift it under applicable law; provided, that no such termination shall modify any provision which by its express terms survives the Automatic Stay in connection with giving any such notice, if necessary)termination of this Agreement. Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, including the reservation of rights set forth in Section 6 8 hereof. The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the Automatic Stay in connection with giving any Termination Notice (and agree not to object to any Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). In the event any Party has terminated its obligations under this Agreement, the Debtors shall file with the Bankruptcy Court a notice concerning such termination within three (3) days of such termination.

Termination Event Procedures. i. (a) Upon the occurrence of a Termination Event contemplated by clause under (iii) of Section 8(a) hereof or clause (xii) of Section 8(a) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company shall have the right to terminate this Agreement and the Term Sheet by giving written notice thereof to the other Parties. ii. Upon the occurrence of a Termination Event contemplated by clause (viiisubsections 2.1(a)(i), (xi2.1(a)(ii), (xiv) 2.1(b)(i), 2.1(c)(iii), 2.1(c)(iv), or (xvi) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) hereof2.1(c)(vi), this Support Agreement and the Term Sheet shall automatically terminate without further action. iii. Except as set forth in , (ii) each other subsection of Section 8(b)(i) and 8(b)(ii) 2.1 hereof, upon this Support Agreement shall terminate five Business Days after a non-breaching Party shall have given written notice of such breach to the occurrence breaching Party and such breach shall not have been cured during the five Business Days after receipt of a Termination Event such notice (including, for the avoidance date of doubt, a Termination Event contemplated by termination under clause (i) or (ii) of Section 8(a) hereofhereof being the “Termination Date”), subject to the last sentence of Section 8(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement and the Term Sheet by giving written notice to the other Parties unless no later than five (5) business days after ; provided that upon the occurrence of any such a Termination EventEvent under subsections 2.1(b)(ii), 2.1(c)(i), 2.1(c)(ii), 2.1(c)(v), 2.1(c)(x), 2.1(c)(xi), and 2.1(c)(xii) above, the occurrence Termination Date may be extended for a maximum period of such Termination Event is waived 45 days in writing by the Undersigned Holdersole discretion of the Administrative Agent, the Initial Backstop Lenders and the Required Consenting Lenders. The Parties hereby waive any requirement under section For the avoidance of doubt, the automatic stay arising pursuant to Section 362 of the Bankruptcy Code to lift in the automatic stay thereunder (event the “Automatic Stay”) Chapter 11 Cases are commenced in connection with giving the Prepackaged Alternative shall be deemed waived or modified for purposes of providing notice or exercising rights hereunder. (b) Notwithstanding anything herein to the contrary, if any Consenting Lender shall breach its obligations pursuant to this Support Agreement, the Termination Event arising as a result of such notice act or omission shall apply only to such Consenting Lender (and agree not any allocation of Second Lien Term Loans elected by such breaching Consenting Lender shall first be offered ratably to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial terminationBackstop Lenders) of the and this Support Agreement shall not restrict otherwise remain in full force and effect with respect to the Parties’ rights Company Parties and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 hereofall other Consenting Lenders.

Termination Event Procedures. i. Upon the occurrence of a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof or clause (xii) of Section 8(a) hereof due to a material breach of this Agreement by the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company shall have the right to terminate this Agreement and the Term Sheet by giving written notice thereof to the other Parties. ii. Upon the occurrence of a Termination Event contemplated by clause (viii), (xi), (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) hereof, this Agreement and the Term Sheet shall automatically terminate without further action. iii. Except as set forth in Section 8(b)(i) and 8(b)(ii) hereof, upon the occurrence of a Termination Event (including, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject to the last sentence of Section 8(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement and the Term Sheet by giving written notice to the other Parties unless no later than five three (53) business days after the occurrence of any such Termination Event, the occurrence of such Termination Event is waived in writing by the Undersigned HolderRequisite Holders. The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder (the “Automatic Stay”) in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 hereof.

Termination Event Procedures. i. (a) Upon the occurrence of a Termination Event contemplated by clause (ii) of pursuant to Section 8(a) hereof or clause (xii) of Section 8(a8.1(k) hereof due to a material breach of this Agreement by Sopris, then the Undersigned Holder, in each case subject to the last sentence of Section 8(a) hereof, the Company Debtors shall have the right to terminate this Agreement and the Plan Term Sheet by giving written notice thereof to the other Parties. ii. (b) Upon the occurrence of a Termination Event contemplated by clause clauses (viiia), (xig), (xivh), (i), (j), (m), (n) or (xvio) of Section 8(a) hereof, in each case subject to the last sentence of Section 8(a) 8.1 hereof, this Agreement and the Plan Term Sheet shall automatically terminate without further action. iii. (c) Except as set forth in Section 8(b)(i8.2(a) and 8(b)(ii8.2(b) hereof, upon the occurrence of a Termination Event (includingEvent, for the avoidance of doubt, a Termination Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject to the last sentence of Section 8(a) hereof, the Undersigned Holder shall have the right to terminate this Agreement and the Plan Term Sheet by giving written notice to the other Parties shall automatically terminate without further action unless no later than five three (53) business days Business Days after the occurrence of any such Termination Event, the occurrence of such Termination Event is waived in writing by each of: (a) Holders of 51% of the Undersigned Holderaggregate outstanding principal amount of the Second Lien Claims held by Consenting Holders (the “Second Lien Requisite Holders”); and (b) Holders of 51% of the aggregate outstanding principal amount of the Senior Note Claims held by Consenting Holders (the “Senior Note Requisite Holders”). The Parties hereby waive any requirement under section 362 of the Bankruptcy Code to lift the automatic stay thereunder (the “Automatic Stay”) in connection with giving any such notice (and agree not to object to any non-breaching Party seeking to lift the Automatic Stay in connection with giving any such notice, if necessary). Any such termination (or partial termination) of the Agreement shall not restrict the Parties’ rights and remedies for any breach of the Agreement by any Party, including, but not limited to, the reservation of rights set forth in Section 6 hereof.