Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may be terminated: (a) immediately upon the written agreement of the Debtors and the Requisite Senior Note Holders to terminate this Agreement; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may be terminatedterminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Seller and the Requisite Senior Note Holders to terminate this AgreementBuyer; (b) by any either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Debtors Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered Seller Termination Fee in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (19.02(b)) or (2) below, if: (1ii) any of court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codetransactions contemplated by this Agreement; provided, however, that the appointment of an examiner party seeking to terminate pursuant to the motion of that certain ad hoc committee of equityholders as filed this Section 9.01(b) shall have complied with the Bankruptcy Court on April 2its obligations, 2010 shall not give rise to a right to terminate this Agreementif any, under Section 6.04; (c) by Seller, if: (i) any of the Requisite Senior Note Holdersrepresentations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, upon three in either case, (3A) Business Days’ written notice to would result in the Debtors (failure of a condition set forth in Section 8.03(a) or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1Section 8.03(b) and (2)B) which is not curable or, the Requisite Senior Note Holders shall if curable, is not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without cured upon the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: the earlier of (1) the Debtors fail thirtieth (30th) day after written notice thereof is given by Seller to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; Buyer and (2) the Debtors have day that is five (5) Business Days prior to the End Date; provided that Seller may not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed terminate this Agreement pursuant to by the Requisite Senior Note Holders; (3this Section 9.01(c) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any if Seller is in material breach of their respective representatives) of their intention to do sothis Agreement; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note HolderBuyer, but solely with respect to such Consenting Senior Note Holder if: (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holdersi) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment any of the Claims representations and warranties of holders of Visteon Notes under the Amended Plan, Seller contained in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; Article IV hereof shall fail to be true and correct or (eii) and there shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by Seller of any Investor); provided, however, that covenant or agreement of Seller in this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) that, in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause either case, (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined result in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any a condition set forth in Section 8.1(l8.02(a) of the Equity Commitment Agreement; (3or Section 8.02(b) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); and (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would which is not require re-solicitation of the holders of Visteon Notes curable or, if also made curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the Rights Offering Sub Plan, would result End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in the confirmation material breach of the Rights Offering Sub Planthis Agreement.

Termination Events. This Agreement may be terminatedterminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows: (a) immediately upon the by mutual written agreement consent of each of the Debtors Requisite Noteholders and the Requisite Senior Note Holders to terminate this AgreementHoldings, Investco and Wireless; (b) by any either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each Class A Stock in respect of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received Shareholder Vote does not more than ten (10) Business Days following the occurrence of any event described in clause (1) take place on or (2) belowbefore April 30, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement2007; (c) by either the Requisite Senior Note HoldersNoteholders or Holdings, upon three (3) Business Days’ written notice to the Debtors (or such lesser time Investco and Wireless, if the voting deadline for the Amended Plan Recapitalization is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court substantially consummated on or before May 1231, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable2007; (d) by each Consenting Senior Note Holdereither the Requisite Noteholders or Holdings, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force Investco and Wireless if there shall have been issued an order, decree or injunction having the effect as among of making the Debtors and Exchange or the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to Merger illegal or permanently prohibiting the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment consummation of the Claims of holders of Visteon Notes under Exchange or the Amended PlanMerger, in the form attached hereto as of the date hereofand such order, that has been effected without the prior written consent of such Consenting Senior Note Holderdecree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and shall be terminated automatically if any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the Equity Commitment Agreement has been validly terminated, subject to, nature of such breach and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) intent of the Equity Commitment Agreement; (2) by Requisite Investors pursuant Noteholders to Section 10.1(c)(iv) of terminate the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement11.1(e), if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated delivered by the Requisite Investors pursuant Noteholders to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment AgreementHoldings, Investco and Wireless; (3f) by Requisite Investors Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 10.1(c)(vi) of 11.1(f), is delivered by Holdings and Investco to the Equity Commitment AgreementConsenting Noteholders; (4g) by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Debtors pursuant Requisite Noteholders, if the Board fails to Section 10.1(b)(iirecommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Equity Commitment Agreement, unless: (A) Exchange and/or the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Merger Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would is not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planobtained.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon By either the written agreement Company and Seller or by Purchaser if a court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift) and such was not at the request of the Debtors party seeking termination of the Agreement, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; or (b) by Purchaser if the Closing has not taken place on or before December 31, 2010 (the "Initial End Date", as may be extended by Seller pursuant to clause (c) below); provided however, that Purchaser may extend the Initial End Date to February 15, 2011 by written notice to Seller if and only if the extension notice is delivered no later than December 15, 2010; provided further however that the right of Purchaser to terminate this Agreement under this Section (or to extend the Initial End Date) shall not be available if Closing shall not have occurred as a result of any material failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement; or (c) by Seller and the Requisite Senior Note Holders Company if the Closing has not taken place on or before Initial End Date (as may be extended by Purchaser pursuant to clause (b) above); provided however, that Seller and the Company may extend the Initial End Date to February 15, 2011 by written notice to Purchaser if and only if the extension notice is delivered no later than December 15, 2010; provided further however that the right of Seller and Purchaser to terminate this Agreement under this Section (or to extend the Initial End Date) shall not be available if Closing shall not have occurred as a result of any material failure on the part of Seller or the Company to comply with or perform any covenant or obligation of Seller or the Company set forth in this Agreement; or (d) by the mutual written consent of the parties; or (e) by Purchaser, if the Company or Seller shall materially breach any obligation or agreement hereunder such that (and only if) the conditions referred to in Section 7 would not be satisfied and such breach shall not have been cured within seven (7) business days following written notice of such breach, provided that the right to terminate this Agreement by Purchaser under this Section 9.1(e) shall not be available where Purchaser is at that time in material breach of this Agreement; (bf) by Seller, if Purchaser shall materially breach any of the Debtors obligation or the Requisite Senior Note Holders upon three agreement hereunder such that (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, only if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order conditions referred to in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 Section 8 would not be satisfied and such breach shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement been cured within seven (7) business days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided following written notice of such breach, provided that the right to any Consenting Senior Note Holders (terminate this Agreement by Seller under this Section 9.1(f) shall not be available where Seller or any the Company is at that time in material breach of their respective representatives) of their intention to do sothis Agreement; or (4g) by Purchaser, if (i) all of the Closing Regulatory Approvals shall have been obtained prior to the Initial End Date (as may be extended hereunder) but any of which contains any of the Special Regulatory Conditions; or (ii) any court of the Closing Regulatory Approvals shall have not been obtained prior to the Initial End Date (as may be extended hereunder) (i.e., the applicable Governmental Body has entered a final, non-appealable judgment or order declaring declined to issue the Closing Regulatory Approvals); provided that the right to terminate this Agreement or any material portion hereof to be unenforceable; (dby Purchaser under this Section 9.1(g)(ii) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant available where the applicable Governmental Authority has declined to this Section 7.1(e)(2) in issue the event applicable Closing Regulatory Approval due toPurchaser's breach of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth its undertakings in Section 8.1(l) 6.1 of the Equity Commitment this Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Without prejudice to other remedies that may be available to the parties by law or this Agreement, this Agreement may be terminatedterminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) immediately upon mutually, by the written agreement consent of the Debtors Company and a Majority in Interest of the Requisite Senior Note Holders to terminate this AgreementInvestors; (b) by any either the Company or a Majority in Interest of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ Investors by giving written notice to each of the other Parties; provided that party or parties if the Closing shall not have occurred prior to August 31, 2003, unless extended by written agreement of such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codeparties; provided, however, that the appointment of an examiner party seeking termination pursuant to this subsection (b) is not in default or material breach hereunder and provided, further, that the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAgreement under this subsection (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by either the Requisite Senior Note Holders, upon three (3) Business Days’ Company or a Majority in Interest of the Investors by giving written notice to the Debtors (other party or parties if any governmental entity shall have issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and such lesser time if the voting deadline for the Amended Plan is to occur, injunction or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders other ruling shall not be permitted subject to terminate this Agreement if, prior to the delivery of such notice, the Debtors appeal or shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan become final and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableunappealable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining either the Company or a Majority in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment Interest of the Claims of holders of Visteon Notes under the Amended Plan, Investors in the form attached hereto as of event that the date hereof, that has been effected without Required Stockholder Approval is not obtained at the prior written consent of such Consenting Senior Note HolderStockholders' Meeting; (e) and shall be terminated automatically if by either the Equity Commitment Agreement has been validly terminated, subject to, and Company or a Majority in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) Interest of the Equity Commitment Agreement; Investors, if (2i) by Requisite Investors pursuant the Company shall have entered into an agreement to Section 10.1(c)(ivconsummate a Superior Proposal, (ii) the Board of Directors shall have recommended to the stockholders of the Equity Commitment Agreement Company a Superior Proposal or (excluding a termination iii) the Board of Directors shall have withdrawn, modified or qualified in any manner adverse to the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of or made any public statement inconsistent with the Equity Commitment Agreement in the event of a breach by any Investor)Company Recommendation; provided, however, that that, in order for the termination of this Agreement by the Company pursuant to this clause (e) to be deemed effective, the Company shall have complied with all provisions of Sections 8.7 and 8.8; (f) by a Majority in Interest of the Investors, if (i) the Company shall have materially breached any covenant or obligation in this Agreement and such breach is not cured within ten (10) business days of the date of the delivery to the Company by an Investor of a written notice of such breach or (ii) any of the Company's representations and warranties contained in this Agreement shall not be terminated pursuant have become inaccurate as of a date subsequent to the date of this Section 7.1(e)(2) in the event of any extension of the Outside Date Agreement (as defined in if made on such subsequent date), such that the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l5.1 would not be satisfied as of such date and such breach is not cured within thirty (30) days of the Equity Commitment Agreement;date of the delivery to the Company by an Investor of a written notice of such breach; or (3g) by Requisite Investors pursuant to Section 10.1(c)(vi) a Majority in Interest of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment AgreementInvestors, unless: (A) the Debtors if there shall have provided the Lead Investors (as defined occurred an event or events which, individually or in the Equity Commitment Agreementaggregate, constitute a Material Adverse Effect on the Company and such Material Adverse Effect on the Company continues for at least thirty (30) with ten (10) Business Days’ prior days after the date of delivery to the Company by an Investor of a written notice of their intent to terminate such Material Adverse Effect on the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanCompany.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated: (a) immediately upon the written agreement by mutual consent of the Debtors Purchaser and the Requisite Senior Note Holders to terminate this AgreementSeller; (b) by either the Purchaser or the Seller if (i) any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, (ii) the U.S. Department of Justice provides written notice that it will not approve, or is withdrawing its prior approval of, the transactions contemplated by this Agreement as required by Section IV, T of the Debtors Proposed Final Judgment or (iii) the U.S. Department of Justice has withdrawn its consent to the entry of the Proposed Final Judgment, as provided in the Hold Separate Order, or the Requisite Senior Note Holders upon three (3) Business Days’ U.S. District Court for the District of Columbia has materially altered or declined to enter the Proposed Final Judgment, or provided written notice of its intention to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codedo so; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement under this Section 7.1(b) will not be available to any party whose failure to fulfill any material covenant under this Agreement;, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(b) occurring; or (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time Purchaser if the voting deadline for Closing has not occurred (other than through the Amended Plan is failure of the Purchaser to occur, or if the Confirmation Hearing is to commence within such period), provided that comply fully with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating its obligations under this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12September 30, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable2010; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and Purchaser upon the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following occurrence of a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder;Material Adverse Effect; or (e) and shall be terminated automatically by the Seller if the Equity Commitment Agreement Closing has been validly terminated, subject to, and in accordance with, not occurred (other than through the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors Seller to exercise the Plan Cure Rights comply fully with its obligations under this Agreement) on or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rightsbefore September 30, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan2010.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated: (a) immediately upon the by mutual written agreement consent of the Debtors Purchaser and the Requisite Senior Note Holders to terminate this AgreementSeller; (b) by the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the Debtors Seller’s representations, warranties or covenants contained in this Agreement, which would result in the Requisite Senior Note Holders upon three failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured within thirty (330) Business Days’ days after written notice to each of the other Parties; provided that such notice breach has been delivered to the Seller from the Purchaser to the extent capable of being cured; (c) by the Seller (so long as the Seller is delivered not then in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence material breach of any event described of its representations, warranties or covenants contained in clause (1this Agreement) or (2) below, if: (1) if there has been a breach of any of the Chapter 11 Cases are dismissed Purchaser’s representations, warranties or converted to covenants contained in this Agreement, which would result in the failure of a case under Chapter 7 condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured within thirty (30) days after written notice of the Bankruptcy Code; orbreach has been delivered to the Purchaser from the Seller to the extent capable of being cured; (2d) by either the Bankruptcy Court Purchaser or the Seller if any Governmental Authority has entered an order issued a nonappealable final Judgment or taken any other nonappealable final action, in any each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codetransactions contemplated by this Agreement; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (cAgreement under this Section 7.1(d) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall will not be permitted available to terminate this Agreement if, prior any party whose failure to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform fulfill any material covenant under this Agreement within seven (7has been the cause of or resulted in the action or event described in this Section 7.1(d) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do sooccurring; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (de) by each Consenting Senior Note Holderthe Seller or the Purchaser, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among if the Debtors and Seller accepts or the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice Bankruptcy Court approves an Alternative Transaction for any of the Shares or Purchased Assets pursuant to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment terms of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)Bidding Procedures Order; provided, however, that this Agreement the Purchaser shall not be terminated entitled to terminate pursuant to this Section 7.1(e)(27.1(e) in if and so long as the event of any extension of Purchaser is the Outside Date Alternate Bidder (as such term is defined in Exhibit 1 to the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliverBidding Procedures Order); (Bf) by the Requisite Investors have failed to exercise their Plan Cure Rights Purchaser if the Closing has not occurred (as defined below), or have failed to obtain confirmation of other than through the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors Purchaser to exercise comply fully with its obligations under this Agreement) on or before May 31, 2010; or (g) by the Plan Cure Rights or to obtain confirmation Seller if the Closing has not occurred (other than through the failure of the Rights Offering Sub Plan following their exercise of the Plan Cure RightsSeller to comply fully with its obligations under this Agreement) on or before May 31, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan2010.

Termination Events. This Agreement may be terminatedterminated at any time prior to Closing upon prior written notice by the party electing to terminate this Agreement to the other party: (a) immediately upon the written by mutual agreement of the Debtors Shareholders and the Requisite Senior Note Holders to terminate this AgreementHoldings (expressed in writing); (b) by either Shareholders or Holdings if any permanent injunction, Court Order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise preventing the consummation of the Debtors transactions contemplated hereby shall have been issued and become final and non-appealable. (c) by either Shareholders or Holdings if the Requisite Senior Note Holders upon three Closing shall not have occurred by the sixtieth (360th) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days day following the occurrence date of any event described in clause this Agreement (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“Optional Termination Date”); provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders Agreement under this Section 12.1 shall not be permitted available to terminate any party whose breach of its representations and warranties in this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority or whose failure to perform any of its covenants and agreements under this Agreement within seven (7) days shall have caused, or resulted in, the failure of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court Closing to occur on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable;Optional Termination Date. (d) by each Consenting Senior Note Holder, but solely with Shareholders upon a breach in any material respect to such Consenting Senior Note Holder (of any covenant or agreement on the part of the Holdings set forth in this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurAgreement, or if the Confirmation Hearing is to commence within such period) following a material adverse change any representation or modification to the treatment warranty of the Claims of holders of Visteon Notes under the Amended PlanHoldings shall have been breached or shall have become untrue, in any such case that the form attached hereto conditions set forth in Sections 10.1 and 10.2 would be incapable of being satisfied by the Optional Termination Date (or any later termination date as may have been determined by mutual agreement of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder;parties). (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of Holdings upon a breach by in any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event material respect of any extension of covenant or agreement on the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result part of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition Shareholders set forth in Section 8.1(l) this Agreement, or if any representation or warranty of any Shareholders shall have been breached or shall have become untrue in any such case such that the conditions set forth in Sections 9.1 and 9.2 would be incapable of being satisfied by the Optional Termination Date (or any later termination date as may have been determined by mutual agreement of the Equity Commitment Agreement;parties). (3f) by Requisite Investors pursuant Shareholders if it shall become apparent in Shareholders’ judgment reasonably exercised that any condition to Shareholders’ obligation to close as set forth in Article X hereof will not be satisfied on or before the Optional Termination Date. (g) by Holdings if it shall become apparent in Holdings’ judgment reasonably exercised that any condition to Holdings’ obligation to close as set forth in Article IX hereof will not be satisfied on or before the Optional Termination Date. (h) by Holdings if (i) Holdings is not in breach in any material respect of Section 10.1(c)(vi7.11 or any other terms of this Agreement; (ii) the Board of Directors of Holdings (following receipt of a written opinion from Holdings’ outside legal counsel that the termination of this Agreement is necessary in order for such Board to comply with its fiduciary duties under applicable Law) authorizes Holdings, subject to complying with the terms of this Agreement, to enter into a binding written agreement providing for a transaction that constitutes a Superior Proposal and Holdings notifies the Shareholders in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, which agreement shall include all of the Equity Commitment Agreement; material terms and conditions of such Superior Proposal; and (4iii) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors Holdings shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made paid to the Rights Offering Sub Plan, would result Shareholders the Termination Fee in the confirmation of the Rights Offering Sub Planaccordance with Section 12.5.

Termination Events. This Agreement may be terminated, by notice given prior to or at the Closing: (a) immediately upon by either Buyer or the Acquired Companies if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived, (or, if such Breach is subject to cure, if such Breach has not been cured) within 10 Business Days after the date of written agreement notice of such Breach from the Debtors and the Requisite Senior Note Holders to terminate this Agreement;other party. (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, Buyer if: (1i) any condition in Section 7.1 or 7.2 has not been satisfied as of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 Closing Date (other than through the failure of the Bankruptcy Code; Buyer to comply with its obligations under this Agreement), (ii) on or before February 28, 2007, the Acquired Companies have not delivered the audited consolidated balance sheets of Clayco as at December 31, 2005 and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for the fiscal years then ended, together with the unqualified report thereon of KPMG, independent certified public accountants, in accordance with GAAP, (iii) the Market Price is less than $24.00 or greater than $36.00, (iv) the Audit Adjustment is more than $150,000, (v) the Acquired Companies fail to deliver timely notice that they are willing to cause the Title Objections to be removed or cured or fail to remove or cure the Title Objections prior to the Closing, or (2vi) satisfaction of any condition in Section 7.1 or 7.2 is or becomes impossible (other than through the Bankruptcy Court has entered an order in any failure of the Chapter 11 Cases appointing an examiner Buyer to comply with expanded powers or a trustee its obligations under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement) and Buyer has not waived such condition on or before the Closing Date; (c) by the Requisite Senior Note HoldersAcquired Companies if (i) the Market Price is less than $24.00 or more than $36.00, upon three (3ii) Business Days’ written notice any condition in Section 7.1 or 7.3 has not been satisfied as of the Closing Date (other than through the failure of any of the Acquired Companies to the Debtors (comply with its or such lesser time if the voting deadline for the Amended Plan is to occurtheir obligations under this Agreement), or if (iii) satisfaction of such a condition is or becomes impossible (other than through the Confirmation Hearing is failure of any Acquired Company to commence within such period), provided that comply with respect to Sections 7.1(c)(1its obligations under this Agreement) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors Acquired Companies have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court waived such condition on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableClosing Date; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors mutual consent of Buyer and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder;Acquired Companies; or (e) and shall be terminated automatically by either Buyer or the Acquired Companies if the Equity Commitment Agreement Closing has been validly terminated, subject to, and in accordance with, not occurred (other than through the Debtors’ rights hereunder failure of any party seeking to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that terminate this Agreement to comply fully with its obligations under this Agreement) on or before March 31, 2007, or such later date as the parties may agree upon; provided that the right to terminate this Agreement under this Section 8.1(e) shall not be terminated pursuant available to this Section 7.1(e)(2) any party whose action or failure to act has been the cause of or resulted in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors Merger to exercise the Plan Cure Rights occur on or before such date and such action or failure to obtain confirmation act constitutes a Breach of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planthis Agreement.

Termination Events. This Agreement may be terminatedterminated at any time prior to the Closing: (a) immediately upon by the mutual written agreement consent of the Debtors Company and the Requisite Senior Note Holders to terminate this AgreementPurchaser; (b) by any of either the Debtors Company or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of Purchaser, if the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received Closing shall not more than ten (10) Business Days following the occurrence of have been consummated by April 30, 2013 for any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codereason; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement under this Section 7.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement; (c) by either Company or the Requisite Senior Note HoldersPurchaser, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors a governmental entity shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below thatissued an order, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of decree or ruling or taken any other action after the date hereof; (2) , in any case having the Debtors effect of permanently restraining, enjoining or otherwise prohibiting the Closing, which order, decree, ruling or other action shall have not filed the Amended Plan become final and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableappealable; (d) by each Consenting Senior Note Holderthe Company, but solely with respect to such Consenting Senior Note Holder (upon a breach of any representation, warranty, covenant or agreement on the part of the Purchaser set forth in this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurAgreement, or if the Confirmation Hearing is to commence within such period) following a material adverse change any representation or modification to the treatment warranty of the Claims of holders of Visteon Notes under the Amended PlanPurchaser shall have become untrue, in either case such that the form attached hereto conditions set forth in Section 5.1 or Section 5.2 would not be satisfied as of the date hereoftime of such breach or as of the time such representation or warranty shall have become untrue, provided, that has been effected without if such inaccuracy in the prior Purchaser’s representations and warranties or breach by the Purchaser is curable by the Purchaser through the exercise of its commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 7.2(d) for thirty (30) days after delivery of written consent notice from the Company to the Purchaser of such Consenting Senior Note Holderbreach, provided the Purchaser continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Company may not terminate this Agreement pursuant to this paragraph (d) if such breach or inaccuracy by the Purchaser is cured during such thirty (30) day period); (e) and shall be terminated automatically if by the Equity Commitment Agreement has been validly terminatedPurchaser upon a breach of any representation, subject towarranty, and in accordance with, covenant or agreement on the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) part of the Equity Commitment Company set forth in this Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) , or if any representation or warranty of the Equity Commitment Agreement (excluding a termination of Company shall have become untrue, in either case such that the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition conditions set forth in Section 8.1(l) 4.1 or Section 4.2 would not be satisfied as of the Equity Commitment Agreement;time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Company’s representations and warranties or breach by the Company is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this Agreement under this Section 7.2(e) for thirty (30) days after delivery of written notice from the Purchaser to the Company of such breach, provided the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Purchaser may not terminate this Agreement pursuant to this paragraph (e) if such breach or inaccuracy by the Company is cured during such thirty (30)-day period); or (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4f) by the Debtors Purchaser, if a Material Adverse Effect has occurred prior to the Closing with respect to the Company; provided, that if such Material Adverse Effect is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this Agreement under this Section 7.2(f) for thirty (30) days after delivery of written notice from the Purchaser to the Company of such Material Adverse Effect, provided the Company continues to exercise commercially reasonable efforts to cure such Material Adverse Effect (it being understood that the Purchaser may not terminate this Agreement pursuant to Section 10.1(b)(iithis paragraph (f) of the Equity Commitment Agreement, unless: if such Material Adverse Effect is cured during such thirty (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver30)-day period); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This By notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminatedterminated as follows: (a) immediately upon the written agreement by Buyer if a material Breach of the Debtors any provision of this Agreement has been committed by Seller and the Requisite Senior Note Holders to terminate this Agreementsuch Breach has not been waived by Buyer; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence Seller if a material Breach of any event described in clause (1) or (2) below, if: (1) any provision of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court this Agreement has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall been committed by Buyer and such Breach has not give rise to a right to terminate this Agreementbeen waived by Seller; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time Buyer if the voting deadline any condition precedent for the Amended Plan is to occur, benefit of Buyer in Section 2.7(a) and in Article VI has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the Confirmation Hearing is failure of Buyer to commence within such periodcomply with its obligations under this Agreement), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall Buyer has not be permitted to terminate this Agreement if, prior to the delivery of waived such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court condition on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceabledate; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time Seller if the voting deadline any condition precedent for the Amended Plan is to occur, benefit of Seller in Section 2.7(b) or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto Article VII has not been satisfied as of the date hereof, that has been effected without the prior written consent Closing Date or if satisfaction of such Consenting Senior Note Holdera condition by such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), and Seller has not waived such condition on or before such date; (e) and shall be terminated automatically by Buyer if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches Buyer’s communications with key clients of the Equity Commitment Agreement by Business or otherwise, certain key clients have indicated their intention not to do business with Buyer as successor of Seller in the Debtors that would cause a failure of any condition set forth in Section 8.1(l) operation of the Equity Commitment AgreementBusiness, in such a manner which would have a Material Adverse Effect; (3f) by Requisite Investors pursuant to Section 10.1(c)(vi) mutual consent of the Equity Commitment AgreementBuyer and Seller; (4g) by Buyer if the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with Closing has not occurred within ten (10) Business Days’ prior notice days following the date of their intent to terminate this Agreement or such later date as the Equity Commitment Agreement (which notice parties may agree upon, unless the Debtors hereby agree to so deliver);Buyer is in material Breach of this Agreement; or (Bh) by Seller if the Requisite Investors have failed to exercise their Plan Cure Rights Closing has not occurred within ten (10) days following the date of this Agreement or such later date as defined below)the parties may agree upon, or have failed to obtain confirmation unless the Seller is in material Breach of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planthis Agreement.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated: (a) immediately upon by either Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written agreement of notice is given specifying the Debtors Breach and the Requisite Senior Note Holders demanding it to terminate this Agreementbe remedied; (bi) by Buyer if any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each conditions in Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other Partiesthan through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2ii) belowby Seller, if: (1) if any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 conditions in Article VIII has not been satisfied as of the Bankruptcy Code; or Closing Date or if satisfaction of such a condition is or becomes impossible (2) other than through the Bankruptcy Court has entered an order in any failure of the Chapter 11 Cases appointing an examiner Seller to comply with expanded powers or a trustee their obligations under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement) and Seller has not waived such condition on or before the Closing Date; (c) by the Requisite Senior Note Holders, upon three mutual consent of Buyer and Seller; or (3d) Business Days’ written notice to the Debtors (by either Buyer or such lesser time Seller if the voting deadline for Closing has not occurred (other than through the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted failure of any party seeking to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating comply fully with its obligations under this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12December 31, 2010 1998, or such later date as the parties may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do soagree upon; or (4e) (i) by Buyer if a material Breach of any court provision of any of the Purchase Agreements has entered a final, non-appealable judgment been committed by any party other than Buyer thereto and such Breach has not been waived or order declaring this Agreement or any material portion hereof such Breach has not been remedied within thirty (30) days after written notice is given specifying the Breach and demanding it to be unenforceable; remedied, or (dii) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time Buyer if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment any of the Claims conditions precedent to Buyer's obligation to close any of holders of Visteon Notes under the Amended Plan, in the form attached hereto Purchase Agreements has not been satisfied as of the date hereof, that has been effected without the prior written consent Closing Date or if satisfaction of such Consenting Senior Note Holder; a condition is or becomes impossible (eother than through the failure of Buyer to comply with its obligations under this Agreement) and shall be terminated automatically if Buyer has not waived such condition on or before the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanClosing Date.

Termination Events. This Agreement may be terminated: (a) immediately upon by the mutual written agreement consent of the Debtors Purchaser and the Requisite Senior Note Holders to terminate this AgreementSeller; (b) by Purchaser if by 12:00 a.m. (Pacific Time) on August 2, 2021 (“End Date”), and any condition set forth in Section 7 (other than any condition to be satisfied at the Closing) has not been satisfied or waived as of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each time of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeEnd Date; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders Purchaser shall not be permitted entitled to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(29.1(b) if Purchaser’s breach of any representation, warranty, covenant or agreement under this Agreement resulted in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of 7 to be satisfied by the Equity Commitment AgreementEnd Date; (3c) by Requisite Investors Seller if by the End Date, any condition set forth in Section 8 has not been satisfied or waived as of the End Date; provided, however, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 10.1(c)(vi9.1(c) if a breach of any representation, warranty, covenant or agreement under this Agreement by Seller or UAV resulted in the Equity Commitment Agreementfailure of any condition set forth in Section 8 to be satisfied by such time on the End Date; (4d) by Purchaser or Seller if: (i) a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable Order or shall have taken any other action, having the Debtors pursuant effect of permanently restraining, enjoining or otherwise prohibiting the Stock Purchase; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to Section 10.1(b)(ii) the Stock Purchase by any Governmental Entity that would make consummation of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver)Stock Purchase illegal; (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminatedterminated and the Transactions may be abandoned prior to Closing: (a) immediately upon the by mutual written agreement consent of the Debtors and the Requisite Senior Note Holders to terminate this AgreementParties hereto; (b) by any of the Debtors Buyer or the Requisite Senior Note Holders upon three (3) Business Days’ Seller, by written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1i) any the Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeParties hereto; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement;Agreement under this Section 11.1(b) shall not be available to any Party whose failure to perform or comply with any of its obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by such date; or (ii) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the Transactions or making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and nonappealable. (c) by the Requisite Senior Note Holders, upon three Buyer: (3i) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) condition set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would 8.1 shall not have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court been satisfied on or before May 12, 2010 or such later date as may be agreed prior to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do soTermination Date; or (4ii) any court has entered a final, non-appealable judgment if all of the conditions set forth in Article VIII shall have been satisfied and Seller shall not have made all of the deliveries required by Section 9.4 on or order declaring this Agreement or any material portion hereof before ten (10) days following the date designated for Closing pursuant to be unenforceable;Section 9.1; or (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder Seller: (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holdersi) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l8.2 shall not have been satisfied on or prior to the Termination Date; or (ii) if all of the Equity Commitment Agreement; conditions set forth in Article VIII shall have been satisfied and (3i) by Requisite Investors pursuant to Section 10.1(c)(vi) the Buying Parties shall not have made all of the Equity Commitment Agreement; (4) deliveries required by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with 9.2 or Section 9.3 on or before ten (10) Business Days’ prior notice of their intent days following the date designated for Closing pursuant to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanSection 9.1.

Termination Events. This Agreement may be terminated: (a) immediately upon the written agreement of the Debtors and the Requisite Senior Note Holders to terminate this Agreement; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.three

Termination Events. This Agreement may may, by notice given prior to the Option Closing Date (if any) or the Option Expiration Date (if not exercised), be terminated: (a) immediately upon the written agreement by either (y) Purchaser or (z) Sellers owning a majority of the Debtors Shares owned by all of the Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the Requisite Senior Note Holders to terminate this Agreementnon-breaching Party; (b) by either (y) Purchaser or (z) Sellers owning a majority of the Shares owned by all Sellers if any of the Debtors conditions in Article VI has not been satisfied as of a Closing Date or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each if satisfaction of such a condition is or becomes impossible, and the other Parties; provided that Party has not waived such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following condition on or before such Closing Date, unless the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right Party seeking to terminate this AgreementAgreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, conditions in Article VII has not been satisfied as of a Closing Date or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery satisfaction of such noticea condition is or becomes impossible, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of and Purchaser has not waived such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court condition on or before May 12such Closing Date, 2010 unless Purchaser has caused, directly or indirectly, such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof condition to be unenforceableunsatisfied or become impossible; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force mutual consent of Purchaser and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following Sellers owning a material adverse change or modification to the treatment majority of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderShares owned by all Sellers; (e) and shall be terminated automatically by either Purchaser or Sellers (by action of Sellers owning a majority of the Shares owned by all Sellers) if the Equity Commitment Agreement First Closing has been validly terminatednot occurred on or before October 30, subject to2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an event of default under any of (i) that certain Note Secured by Stock Pledge Agreement, dated as of even date herewith, by Seller in favor of Xxxxx X. Xxxxx, (ii) that certain Stock Pledge Agreement, dated as of even date herewith, by and between Seller and Xxxxx X. Xxxxx, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1iii) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) documents or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planinstruments ancillary thereto.

Termination Events. This Agreement may be terminatedterminated and the Transactions may be abandoned at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Alter and the Requisite Senior Note Holders to terminate this AgreementWestxxxxx XXX; (b) by Westxxxxx XXX, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Management, Lessee, any Alter Entity or Biedxxxxx xxx forth in this Agreement, in any case such that the Debtors conditions set forth in Section 5.2(a) or 5.2(b), as the Requisite Senior Note Holders upon three (3) Business Days’ case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAlter; (c) by the Requisite Senior Note HoldersAlter, upon three (3a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the Westxxxxx Xxxities such that the conditions set forth in Section 5.3(a) Business Days’ or 5.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Westxxxxx XXX; or by Biedxxxxx, xxon a breach of any representation, warranty, covenant, obligation or agreement on the Debtors (or part of any of the Westxxxxx Xxxities, such lesser time if that the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) conditions set forth in Sections 7.1(c)(15.4(a) and/or (2or 5.4(b) below that, without are not satisfied or would be incapable of being satisfied within 30 days after the occurrence giving of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableWestxxxxx XXX; (d) by each Consenting Senior Note Holderany of Alter or Westxxxxx XXX if any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, but solely with respect order, judgment or other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the consummation of the Transactions, provided that the party seeking to such Consenting Senior Note Holder (terminate this Agreement remaining under this clause (d) is not then in full force material breach of this Agreement and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurprovided, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereoffurther, that has been effected without the prior written consent right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such Consenting Senior Note Holder;order, decree or ruling; and (e) and shall be terminated automatically by any of Alter, Biedxxxxx xx Westxxxxx XXX if the Equity Commitment Merger Agreement has or the Partnership Merger Agreement shall have been validly terminated, subject to, and terminated in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planits terms.

Termination Events. This By notice given prior to or at the Closing, subject to Section 12(b), this Agreement may be terminatedterminated as follows: (ai) immediately upon the written agreement by Buyer if a material breach of the Debtors any provision of this Agreement has been committed by Seller and the Requisite Senior Note Holders such breach has not been waived by Buyer or, prior to terminate this Agreementnotice of termination from Buyer, been cured by Seller; (bii) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence Seller if a material breach of any event described in clause (1) or (2) belowprovision of this Agreement has been committed by Buyer and such breach has not been waived by Seller or, if: (1) any prior to notice of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; providedtermination from Seller, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreementbeen cured by Buyer; (ciii) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time Buyer if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall any condition in Section 10 has not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days been satisfied as of the date hereofspecified for Closing in the first sentence of Section 4 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date; (2iv) by Seller if any condition in Section 11 has not been satisfied as of the Debtors have date specified for Closing in the first sentence of Section 4 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), and Seller has not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court waived such condition on or before May 12such date; (v) by mutual consent of Buyer and Seller; (vi) by Buyer if the Closing has not occurred on or before July 31, 2010 2007 (or August 31, 2007 in the event the applicable waiting period under the HSR Act has not expired or been terminated by July 24, 2007), or such later date as the parties may be agreed to by agree upon, unless the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any Buyer is in material breach of their respective representatives) of their intention to do sothis Agreement; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (dvii) by each Consenting Senior Note HolderSeller if the Closing has not occurred on or before July 31, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors 2007 (or such lesser time if the voting deadline for the Amended Plan is to occurAugust 31, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement 2007 in the event of a breach by any Investor); provided, however, that this Agreement shall the applicable waiting period under the HSR Act has not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) expired or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment AgreementJuly 24, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below2007), or have failed to obtain confirmation such later date as the parties may agree upon, unless the Seller is in material breach of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planthis Agreement.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminatedterminated and the transactions contemplated herein may be abandoned: (a) immediately upon the by mutual written agreement consent of the Debtors and the Requisite Senior Note Holders to terminate this AgreementParties; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written either Party by notice to each of the other Parties; provided that such notice Party if the Closing shall not have been consummated on or prior to the date which is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days six months following the occurrence of any event described in clause date hereof (1) or (2) belowsuch later date, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“Outside Date”); provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAgreement under this Section 7.1(b) shall not be available to either Party whose failure to perform in all material respects any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; provided, further, that if the conditions set forth in Section 6.1(b) or 6.1(c) shall not have been satisfied or waived as of the Outside Date but all other conditions set forth in Article VI shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but provided that such conditions shall then be capable of being satisfied if the Closing were to take place on such date), then either Party may, in its sole and exclusive discretion, extend the Outside Date to the date which is nine months following the date hereof by providing the other Party written notice of such extension on or before the Outside Date; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ either Party by written notice to the Debtors other Party, if (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1i) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment Order, decree or order declaring ruling enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement to occur on the Closing Date has been issued by any Governmental Authority of competent jurisdiction (unless such Order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) or (ii) any material portion hereof Law has been enacted that would make the consummation of the transactions contemplated by this Agreement to be unenforceableoccur on the Closing Date illegal; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ Purchaser by written notice to Seller (which shall include notice of Purchaser’s intention to terminate pursuant to this Section 7.1(d)), if (i) any representation or warranty of Seller contained in this Agreement shall be inaccurate such that the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurcondition set forth in Section 6.3(a) would not be satisfied, or if (ii) the Confirmation Hearing is to commence within covenants or obligations of Seller contained in this Agreement shall have been breached in any material respect such periodthat the condition set forth in Section 6.3(b) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall would not be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)satisfied; provided, however, that if an inaccuracy or breach is curable by Seller during the 15-day period after Purchaser notifies Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then Purchaser may not terminate this Agreement under this Section 7.1(d) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period unless Seller is no longer continuing to exercise commercially reasonable efforts to cure such inaccuracy or breach; (e) by Seller by written notice to Purchaser (which shall not be terminated include notice of Seller’s intention to terminate pursuant to this Section 7.1(e)(27.1(e)), if (i) any representation or warranty of Purchaser contained in this Agreement shall be inaccurate such that the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l6.2(a) would not be satisfied, or (ii) the covenants or obligations of Purchaser contained in this Agreement shall have been breached in any material respect such that the condition set forth in Section 6.2(b) would not be satisfied; provided, however, that if an inaccuracy or breach is curable by Purchaser during the 15-day period after Seller notifies Purchaser in writing of the Equity Commitment Agreement;existence of such inaccuracy or breach (the “Purchaser Cure Period”), then Seller may not terminate this Agreement under this Section 7.1(e) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period unless Purchaser is no longer continuing to exercise commercially reasonable efforts to cure such inaccuracy or breach; or (3f) by Requisite Investors either Party by notice to the other Party, if the Merger Agreement shall have been validly terminated pursuant to Section 10.1(c)(vi) 9.01 of the Equity Commitment Merger Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by the mutual written agreement consent of the Debtors SF and the Requisite Senior Note Holders to terminate this AgreementBxxxx; (b) by either Sellers or Buyer, if the Closing has not taken place on or before 5:00 p.m. (central time) on March 29, 2024 (the "End Date"); provided, however, that neither Sellers nor Buyer shall be permitted to terminate this Agreement pursuant to this Section 11.1(b) if the failure to consummate the Transactions by the End Date (as the same may be extended) results from, or is caused by, a material breach by such party of any of the Debtors its representations, warranties, covenants or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if:agreements contained herein; (1c) by Sellers if: (i) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 representations and warranties of Buyer contained in this Agreement shall be inaccurate as of the Bankruptcy Codedate of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 10.1 would not be satisfied; or or (2ii) any of the Bankruptcy Court has entered covenants of Buyer contained in this Agreement shall have been breached such that the condition set forth in Section 10.2 would not be satisfied; provided, however, that if an order inaccuracy in any of the Chapter 11 Cases appointing an examiner with expanded powers representations and warranties of Buyer as of a date subsequent to the date of this Agreement or a trustee under chapter 7 or chapter 11 breach of a covenant by Bxxxx is curable by Buyer through the use of reasonable efforts within ten days after Buyer notifies Sellers in writing of the Bankruptcy Codeexistence of such inaccuracy or breach (the "Buyer Cure Period"), then Sellers may not terminate this Agreement under this Section 11.1(c) as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure Period, provided that Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Sellers may not terminate this Agreement pursuant to this Section 11.1(c) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Buyer Cure Period); (d) by Buyer if: (i) any of representations and warranties of Sellers contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 9.1 would not be satisfied; or (ii) if any of the covenants of Sellers contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, that if an inaccuracy in any of Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Sellers is curable by Sellers through the use of reasonable efforts within ten days after Sellers notify Buyer in writing of the existence of such inaccuracy or breach (the "Seller Cure Period"), then Buyer may not terminate this Agreement under this Section 11.1(d) as a result of such inaccuracy or breach prior to the expiration of Seller Cure Period, provided that Sellers, during Seller Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 11.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of Seller Cure Period); (e) by Sellers or Buyer, by written notice from Sellers or Buyer to the other, if any Governmental Body of competent jurisdiction shall have issued a Court Order, enacted any Law or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Transactions and, in the case of Court Orders and other actions, such Court Order or other action shall have become final and nonappealable; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement pursuant to this Section 11.1(e) shall not be available to the party seeking to terminate if any action of such party or any failure of such party to act has contributed to such Court Order or other action and such action or failure constitutes a breach of this Agreement; (cf) by Sellers, if Sellers (x) have received a bona fide written Acquisition Proposal that the Requisite Senior Note HoldersSeller Board determines in good faith, upon three (3) Business Days’ written notice after consultation with its financial advisors and outside counsel, constitutes a Superior Proposal, and the Seller Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to the Debtors (or such lesser time if stockholders of SF, and Sellers have complied with the voting deadline for the Amended Plan is to occurrequirements of Section 7.8(d) in regard thereto, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2)y) Sellers, the Requisite Senior Note Holders shall not be permitted simultaneous with such termination, pay to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth Buyer in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to immediately available funds any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof fees required to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors paid pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor11.3(b); provided, howeverthat Sellers agree that they will not enter into a binding agreement related to the Superior Proposal referred to in clause (x) above until at least the fourth Business Day after it has provided the notice to Buyer required by Section 7.8, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) if any, and in the event of any extension material change to the terms of such Superior Proposal, Sellers will, in each case, have delivered to Buyer an additional notice as required by Section 7.8 and the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise notice period will have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreementrecommenced; (3g) by Requisite Investors pursuant to Section 10.1(c)(viBuyer, if the Seller Board (i) will have made a Change of the Equity Commitment Agreement; Board Recommendation; or (4ii) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors will have failed to exercise their Plan Cure Rights (as defined below), reaffirm its approval or have failed to obtain confirmation recommendation of this Agreement and the sale of the Rights Offering Sub Plan Mediasite Business as promptly as reasonably practicable (but in any event within five Business Days after receipt of any written request to do so from Buyer) at any time following their exercise the public disclosure of such Plan Cure Rightsan Acquisition Proposal; andor (Ch) following a failure of by Buyer if the Requisite Investors to exercise Seller Stockholder Approval is not obtained at the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanSeller Meeting.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by the mutual written agreement consent of the Debtors Alliqua and the Requisite Senior Note Holders to terminate this AgreementAquaMed; (b) by any of Alliqua if the Debtors Closing has not taken place on or the Requisite Senior Note Holders upon three before June 10, 2019 (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence as a result of any event described in clause (1) failure on the part of Alliqua to comply with or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case perform its covenants and obligations under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement); (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time AquaMed if the voting deadline for Closing has not taken place on or before June 10, 2019 (other than as a result of any failure on the Amended Plan is part of AquaMed to occurcomply with or perform any covenant or obligation set forth in this Agreement); (d) by either Alliqua or AquaMed, if a court of competent jurisdiction or other Governmental Body shall have issued an Order, or if shall have taken any other action, having the Confirmation Hearing is to commence within such period)effect of permanently restraining, provided enjoining or otherwise prohibiting the Contribution or the Distribution; provided, that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders a Party shall not be permitted to terminate this Agreement if, pursuant to this Section 7.1(d) if the issuance of such Order or the taking of such action is attributable to the failure of such Party to perform in any material respect any covenant or obligation in this Agreement required to be performed by such Party at or prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderClosing; (e) by Alliqua, if any of AquaMed’s covenants or representations and warranties contained in this Agreement shall be terminated automatically have been breached in any material respect, if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1i) by Requisite Investors pursuant to Section 10.1(c)(i) such breach would cause any of the Equity Commitment Agreementconditions in ARTICLE 2 or ARTICLE 3 not to be satisfied; and (ii) such breach (if curable) is not cured by AquaMed within thirty (30) calendar days after receiving written notice from Alliqua of such breach; (2f) by Requisite Investors pursuant to Section 10.1(c)(iv) AquaMed if any of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement Alliqua’s covenants or representations and warranties contained in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date breached in any material respect, in either case if (as defined in the Equity Commitment Agreementi) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any inaccuracy or breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth the conditions in Section 8.1(lARTICLE 2 or ARTICLE 3 not to be satisfied; and (ii) of the Equity Commitment Agreement; such inaccuracy or breach (3if curable) is not cured by Requisite Investors pursuant to Section 10.1(c)(viAlliqua within thirty (30) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior calendar days after receiving written notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise from AquaMed of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights inaccuracy or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.breach;

Termination Events. (a) This Agreement may be terminatedterminated prior to the Closing: (ai) immediately upon the by mutual written agreement consent of the Debtors Purchaser and the Requisite Senior Note Holders to terminate this AgreementStockholders’ Representative; (bii) by written notice from the Purchaser to the Stockholders’ Representative, if there has been a breach of any of representation, warranty, covenant or agreement by the Debtors Company or the Requisite Senior Note Holders upon three Stockholders, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Sections 6.1 or 6.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (3A) Business Days’ 10 days after written notice thereof is given by the Purchaser to each of the other Parties; provided that such Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following from the occurrence Stockholders’ Representative to the Purchaser, if there has been a breach of any event representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Sections 7.1 or 7.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) 10 days after written notice thereof is given by the Stockholders’ Representative to the Purchaser, and (B) the Expiration Date; (iv) by written notice from the Purchaser to the Stockholders’ Representative under the circumstances described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy CodeSection 5.13; or (2v) by written notice by the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant Stockholders’ Representative to the motion of that certain ad hoc committee of equityholders as filed with Purchaser or the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice Purchaser to the Debtors (or such lesser time if Stockholders’ Representative, as the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as case may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Planbe, in the form attached hereto as event the Closing has not occurred on or prior to September 30, 2015 (the “Expiration Date”) for any reason other than delay or nonperformance of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a or breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for party seeking such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plantermination.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by the mutual written agreement consent of the Debtors Buyer and the Requisite Senior Note Holders to terminate this AgreementCompany; (b) by any of the Debtors either Buyer or the Requisite Senior Note Holders upon three Company, if the Closing has not taken place on or before 5:00 p.m. (3Eastern time) Business Days’ written notice to each of on March 9, 2021 (the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“End Date”); provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (ci) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders Buyer shall not be permitted to terminate this Agreement ifpursuant to this Section 9.1(b) if the failure to consummate the sale of the Purchased Units by the End Date results from, prior to the delivery or is caused by, a material breach by Buyer of such noticeany of its representations, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or warranties, covenants or agreements contained herein, and (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1ii) the Debtors fail Company shall not be permitted to file a motion seeking authority to perform under terminate this Agreement within seven (7pursuant to this Section 9.1(b) days if the failure to consummate the sale of the date hereofPurchased Units by the End Date results from, or is caused by, a material breach by the Company, TopCo, or any Member of any of its representations, warranties, covenants or agreements contained herein; (2c) (i) by Buyer or the Debtors Company if a court of competent jurisdiction or other Governmental Authority shall have not filed issued a final and nonappealable Order, or shall have taken any other action, having the Amended Plan and effect of permanently restraining, enjoining or otherwise prohibiting the Disclosure Statement with sale of the Bankruptcy Court on Purchased Units as contemplated herein; or before May 12(ii) by Buyer if a Governmental Authority provides notice that it is seeking, 2010 or such later date intends to seek, the imposition of an Antitrust Restraint as may be agreed a condition to by the Requisite Senior Note Holders; (3) expiration or termination of any applicable waiting period under the Debtors have withdrawn the Amended Plan HSR Act or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableother applicable Antitrust Law; (d) by each Consenting Senior Note HolderBuyer if: (i) any of the representations and warranties of TopCo, but solely the Members, or the Company contained in this Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 7.1 would not be satisfied; (ii) any of the covenants of the Company, TopCo, or the Members contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, in combination with any other events, circumstances or other Effects, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Company, TopCo, or the Members as of a date subsequent to the Agreement Date or a breach of a covenant by the Company, TopCo, or any Member is curable by the Company, TopCo, or such Member through the use of reasonable efforts within ten (10) Business Days after Buyer notifies the Company in writing of the existence of such inaccuracy or breach (the “Member Cure Period”), then Buyer may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Member Cure Period, provided the Company, TopCo, or the applicable Member, during the Member Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.1(d) with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice inaccuracy or breach if such inaccuracy or breach is cured prior to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment expiration of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderMember Cure Period); (e) by the Company if: (i) any of Buyer’s representations and warranties contained in this Agreement shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (inaccurate as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event Date, or shall have become inaccurate as of a breach by date subsequent to the Agreement Date, such that the condition set forth in Section 8.1 would not be satisfied; or (ii) if any Investor)of Buyer’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; provided, however, that this if an inaccuracy in any of Buyer’s representations and warranties as of a date subsequent to the Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in Date or a breach of a covenant by Buyer is curable by Buyer through the event use of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with reasonable efforts within ten (10) Business Days’ Days after the Company notifies Buyer in writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then the Company may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or breach prior notice to the expiration of their intent to terminate the Equity Commitment Agreement (which notice Buyer Cure Period, provided Buyer, during the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed Buyer Cure Period, continues to exercise their Plan Cure Rights reasonable efforts to cure such inaccuracy or breach (as defined below), it being understood that the Company may not terminate this Agreement pursuant to this Section 9.1(e) with respect to such inaccuracy or have failed breach if such inaccuracy or breach is cured prior to obtain confirmation the expiration of the Rights Offering Sub Plan following their exercise of such Plan Buyer Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanPeriod).

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated: (a) immediately upon the written agreement 11.1.1 by mutual consent of the Debtors Acquiror and the Requisite Senior Note Holders to terminate this AgreementShareholders (acting jointly); (b) 11.1.2 by the Acquiror, if any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each conditions in Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other Partiesthan through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2ii) belowby the Shareholders (acting jointly), if: (1) if any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 conditions in Section 10 have not been satisfied as of the Bankruptcy Code; orClosing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 [Intentionally Omitted]; 11.1.4 by either the Acquiror or the Shareholders (2) acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the Bankruptcy Court has entered an order in any consummation of the Chapter 11 Cases appointing an examiner with expanded powers transactions contemplated hereby; 11.1.5 by the Acquiror, if, prior to the Closing Date, the Company or a trustee under chapter 7 any Shareholder is in material breach of any representation, warranty, covenant or chapter 11 agreement herein contained and such breach shall not be cured within 10 days of the Bankruptcy Codedate of notice of default served by the Acquiror claiming such breach; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice Agreement pursuant to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders this Section 11.1.5 shall not be permitted available to terminate the Acquiror if the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.6 by the Shareholders (acting jointly), if, prior to the delivery of such noticeClosing Date, the Debtors Acquiror is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement not be cured within seven (7) 10 days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to of notice of default served by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention Shareholders claiming such breach or, if such breach is not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence curable within such 10 day period) following a material adverse change or modification , such longer period of time as is necessary to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of cure such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)breach; provided, however, that the right to terminate this Agreement shall not be terminated pursuant to this Section 7.1(e)(211.1.6 shall not be available to the Shareholders (acting jointly) if any Shareholder is in material breach of this Agreement at the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior time notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plantermination is delivered.

Termination Events. This Agreement may be terminatedThe occurrence of any of the following events or conditions shall constitute a “Termination Event” hereunder: (a) immediately upon The Company shall fail for any reason to make any payment to Nextelligence when required pursuant to the written agreement provisions of the Debtors Section 4.1 and the Requisite Senior Note Holders to terminate this Agreementsuch failure shall not have been cured within three days thereafter; (b) by any of Except as otherwise providedin Section 7.2(a), the Debtors Company shall fail to perform or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) breach or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order default in any of the Chapter 11 Cases appointing an examiner with expanded powers its obligations under this Agreement and such failure to perform, breach or a trustee under chapter 7 or chapter 11 default is not cured within sixty days after receipt of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreementnotice from Nextelligence; (c) by the Requisite Senior Note HoldersThe Company shall (i) admit in writing its inability to pay its debts generally as they become due, upon three (3ii) Business Days’ written notice to the Debtors (file a voluntary petition under any bankruptcy, insolvency or such lesser time if the voting deadline other law for the Amended Plan is to occurrelief or aid of debtors, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, including without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with limitation the Bankruptcy Court on Code of 1978, as amended, (iii) make any assignment for the benefit of its creditors or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3iv) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to enter into any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceablecomposition agreement; (d) by each Consenting Senior Note HolderAn involuntary petition shall be filed against the Company under any bankruptcy, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the insolvency or other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline law for the Amended Plan relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, which involuntary petition is to occur, or if not dismissed within ninety days after the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment date of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holderfiling thereof; (e) and Any court of competent jurisdiction shall be terminated automatically if find that the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment AgreementCompany is insolvent or bankrupt; (2f) by Requisite Investors pursuant to Section 10.1(c)(iv) A receiver or trustee shall be appointed for the Company or for all or a substantial portion of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event assets and properties of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreementparty; (3g) by Requisite Investors pursuant to Section 10.1(c)(vi) A final judgment shall be entered against the Company which is not satisfied or bonded in full within sixty days after the date of the Equity Commitment Agreemententry thereof; (4h) by the Debtors pursuant to Section 10.1(b)(ii) All or a substantial portion of the Equity Commitment Agreementassets and properties of the Company shall be levied upon, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver)seized or attached; (Bi) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), All or have failed to obtain confirmation a substantial portion of the Rights Offering Sub Plan following their exercise assets and properties of such Plan Cure Rights; andthe Company shall be lost, stolen, damaged or destroyed; (Cj) following a The Company shall fail to perform or breach or default in any of its obligations under the Warrants and such failure to perform, breach or default is not cured within three days after receipt of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes notice from Nextelligence; or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated: (a) immediately upon the written agreement 11.1.1. by mutual consent of the Debtors Acquiror and the Requisite Senior Note Holders Company; 11.1.2. by the Acquiror, if any of the conditions in Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Company, if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company or any Shareholder to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; 11.1.3. by the Acquiror or the Company, if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or other than due to the failure of the Company or any Shareholder (in the case the Company seeks to terminate this Agreement) 60 days after the final mailing of the Acquiror Proxy to the stockholders of the Acquiror (or such later date as the parties may agree upon, the "Outside Date"); (b) 11.1.4. by either the Acquiror or the Company, if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the Debtors transactions contemplated hereby; 11.1.5. by the Acquiror, if, prior to the Closing Date, the Company or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each any Shareholder is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the other Parties; provided that date of notice of default served by the Acquiror claiming such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codebreach; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice Agreement pursuant to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders this Section 11.1.5 shall not be permitted available to terminate the Acquiror if the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.6. by the Company, if, prior to the delivery of such noticeClosing Date, the Debtors Acquiror is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement not be cured within seven (7) 10 days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to of notice of default served by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention Company claiming such breach or, if such breach is not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence curable within such 10 day period) following a material adverse change or modification , such longer period of time as is necessary to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of cure such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)breach; provided, however, that the right to terminate this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) 11.1.6 shall not be available to the Company if the Company or any Shareholder is in material breach of this Agreement at the event time notice of any extension of termination is delivered; or 11.1.7. by the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment AgreementAcquiror, if, following prior to the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extensionClosing Date, the Equity Commitment Agreement is terminated by Acquiror Board approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Requisite Investors pursuant to Section 10.1(c)(iv) Acquiror or the Acquiror Subsidiaries or any capital stock or any material portion of the Equity Commitment Agreement as a result of any breach or breaches assets of the Equity Commitment Agreement by the Debtors that would cause a failure of Acquiror or any condition set forth in Section 8.1(l) Acquiror Subsidiary, or any combination of the Equity Commitment Agreement; foregoing (3) by Requisite Investors pursuant to Section 10.1(c)(vi) an "Acquisition Transaction"); provided that a majority of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) members of the Equity Commitment AgreementAcquiror Board have determined in good faith and on reasonable basis, unless: after consultation with outside counsel and advisors, that (Ai) such Acquisition Transaction is more favorable from a financial point of view to the Debtors shall have provided Acquiror's stockholders than the Lead Investors transactions contemplated by this Agreement and (as defined in the Equity Commitment Agreementii) with ten (10) Business Days’ prior notice of their intent failure to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation take such action would constitute a breach of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure fiduciary duties of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanAcquiror Board under applicable Law.

Termination Events. This Agreement may be terminatedterminated at any time prior to the Closing only as follows: (a) immediately upon by the mutual written agreement consent of the Debtors and the Requisite Senior Note Holders to terminate this Agreementall Parties hereto; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the Debtors case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Requisite Senior Note Holders upon three Company. (3c) Business Days’ written notice to each by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the other Parties; provided that such notice is delivered Buyer Parties set forth in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following this Agreement, which in the occurrence case of any event described in clause breach of covenant has not been cured, if curable, within five (15) business days after written notification of such breach by Stockholder or (2) below, if:HRSI to the Buyer; (1d) any of by Buyer, HRSI or Stockholder if the Chapter 11 Cases are dismissed transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or converted the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a case under Chapter 7 of Material Adverse Effect on the Bankruptcy Codetransactions contemplated hereby; or (2f) by Buyer if the Bankruptcy Court has entered an order in any of IPO is not successfully consummated on or before the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; Closing Date. provided, however, that the appointment of an examiner Party electing termination pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; Sections 8.1(b) and (c) by the Requisite Senior Note Holdersis not in material breach of any of its representations, upon three (3) Business Days’ written notice to the Debtors (warranties, covenants or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth agreements contained in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in . In the event of a breach by any Investor); provided, however, that the termination of this Agreement shall not be terminated by either Party pursuant to this Section 7.1(e)(2) 8.1 written notice of such termination (describing in reasonable detail the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but basis for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(ivtermination) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall immediately be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made delivered to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planother Party.

Termination Events. This Agreement may be terminated:, before or after the Closing of any Funding, by a Funding Party (provided, that such termination will be effective with respect to the Company and such terminating Funding Party, but not with respect to the Company and any other Funding Party that has not terminated this Agreement): (a) immediately upon at any time after December 1, 2003 (the written agreement of "Termination Date"); provided, that such Termination Date shall be extended to December 31, 2003 if (i) the Debtors Company has obtained the Stockholder Approval prior to December 1, 2003 and (ii) the Requisite Senior Note Holders to terminate this AgreementCompany has waived its rights under the Alternative Funding Letters; (b) by if a court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling (which order, decree or ruling the parties shall use their reasonable best efforts to have lifted) or taken other action permanently restraining or enjoining or otherwise prohibiting any of the Debtors transactions contemplated by the Transaction Agreements, and such order, decree, ruling or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof action shall have become final and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreementnon-appealable; (c) by upon breach of any representation, warranty, covenant or agreement on the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to part of the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurCompany set forth in this Agreement, or if any representation or warranty of the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors Company shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Planbecome untrue, in the form attached hereto as of the date hereof, either case such that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l7.1 can not be satisfied on or before the Termination Date; (d) if there shall have been a (i) Material Adverse Effect or (ii) failure by the Company to obtain the Stockholder Approval at the first meeting of stockholders held after the Equity Commitment date of this Agreement; (3e) by Requisite Investors pursuant if the Company shall have (i) changed its jurisdiction of incorporation; (ii) succeeded to Section 10.1(c)(viall or any substantial part of the liabilities of any other entity; (iii) directly or indirectly, consolidated with or merged into any other person or permitted any other person to consolidate with or merge into it or engaged in any other corporate reorganization; (iv) sold, leased, conveyed, abandoned or otherwise disposed of all or substantially all or any substantial part of its assets in one transaction or a series of transactions; (v) engaged in a transaction or series of transactions (other than the Rights Offering, a Common Stock Investment or a Debt Investment) in which more than twenty percent (20%) of the Equity Commitment Agreement;voting power of the Company directly or indirectly may be issued, transferred or disposed of (including by exercise, exchange or conversion of derivative securities) to a person other than a Funding Party; (vi) incurred, assumed or guaranteed any indebtedness for borrowed money or incurred Encumbrances (other than pursuant to the Prior Note, Bridge Notes or any New Company Notes) in excess of $3 million; (vii) taken any action to effect or allow the dissolution, winding up or liquidation of the Company or the insolvency of, or the appointment of an assignee for the benefit of creditors of, or of a receiver for, the Company; (viii) filed a petition in bankruptcy or allowed such a petition to be filed against the Company or (ix) agreed or committed to do any of the foregoing; or (4f) if First Republic Bank or any direct or indirect assignee of any of its rights under the Prior Note or with respect to the indebtedness reflected in connection therewith has demanded payment pursuant to the Guaranty or if there has occurred any event of default or breach by the Debtors pursuant to Section 10.1(b)(ii) of Company under the Equity Commitment Agreementagreements or instruments entered into in connection with such indebtedness (including, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rightswithout limitation, the Claims Conversion Sub Plan shall be confirmable Prior Note) or if there has occurred any event of default or breach by the Bankruptcy Court without amendment Company under the agreements or instruments entered into in connection with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanBridge Notes.

Termination Events. This Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminatedterminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) immediately upon Mutually, by the written agreement consent of the Debtors Company and Consent of the Requisite Senior Note Holders to terminate this AgreementInvestors; (b) by any either the Company or Consent of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ Investors by giving written notice to each the other party or parties if the Closing shall not have occurred prior to December 31, 2002, unless extended by written agreement of the other Partiesparties; provided that such notice the party seeking termination pursuant to this subsection (b) is delivered not in accordance with Section 8.11 hereof default or breach hereunder and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, howeverfurther, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement under this subsection (b) shall not be available (i) to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date or (ii) in the event that the Closing shall not have occurred as a result of a failure of any representation to be true and correct and the party seeking termination knew of such breach prior to the date of this Agreement; (c) by either the Requisite Senior Note Holders, upon three (3) Business Days’ Company or Consent of the Investors by giving written notice to the Debtors (other party or parties if any Governmental Entity shall have issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and such lesser time if the voting deadline for the Amended Plan is to occur, injunction or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders other ruling shall not be permitted subject to terminate this Agreement if, prior to the delivery of such notice, the Debtors appeal or shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan become final and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableunappealable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among either the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (Company or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment Consent of the Claims of holders of Visteon Notes under the Amended Plan, Investors in the form attached hereto as of event that Stockholder Approval is not obtained at the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder;Stockholders' Meeting; or (e) and shall be terminated automatically if by any Investor Group entitled to purchase less than 10% of the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors Common Shares pursuant to Section 10.1(c)(i) 2.1 herein if within 2 Business Days following receipt of a notice of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) Consent of the Equity Commitment Agreement (excluding Investors, the controlling Affiliate of either or both of such Investor Groups delivers to the Company and to the controlling Affiliate of each other Investor Group a notice of termination of the Equity Commitment Agreement by Requisite Investors pursuant to under this Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor8.1(e); provided, however, provided that this Agreement such termination shall not be terminated pursuant with respect only to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (Arights and obligations between such Investor Group(s) or (B) any subset of Section 10.1(b)(iii) of Investors therein to which the Equity Commitment Agreementtermination notice is applicable, ifon the one hand, following and the date that would otherwise have been Company and each other Investor, on the Outside Date (as defined other, and shall in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) no event be with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made respect to the Rights Offering Sub Planrights and obligations (i) among the other Investors or (ii) between the other Investors on the one hand, would result in and the confirmation of Company on the Rights Offering Sub Planother.

Termination Events. This Subject to the provisions of Section 6.2, this Agreement may be terminatedterminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) immediately upon by the written agreement of Stockholders, on the Debtors one hand, or by JDH and the Requisite Senior Note Holders to terminate this Agreement; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of JQHA, on the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) belowhand, if: (1i) either the Stockholders on one hand, or JQH and JQHA on the other hand, in their sole and absolute discretion, following negotiations under Section 2.1, have not executed and delivered written acceptance of, and acknowledged the intent to be bound at Closing by, the finally negotiated Transaction Agreements by midnight Central Standard Daylight Savings Time, June 2, 2005; (ii) at any time following execution and delivery of the Chapter 11 Cases are dismissed or converted Short-Term Line of Credit Agreement and prior to a case under Chapter 7 Closing, funding thereunder is not available to the borrower upon the borrower's satisfaction of the Bankruptcy Codeall applicable terms and conditions thereunder; or (2iii) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers Closing shall not have occurred on or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codebefore December 31, 2005; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAgreement pursuant to this Section 6.1(a)(iii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date. (b) by mutual written consent of the parties hereto; (c) by JDH and JQHA, if any of the Requisite Senior Note HoldersStockholders materially breaches any of its representations, upon three warranties, covenants or other agreements under this Agreement and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (310) Business Days’ days after written notice to the Debtors (Stockholders by JDH or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)JQHA; provided, however, that this Agreement shall no cure period will be permitted for any such breach that by its nature cannot be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) cured or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement;such breach; or (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4d) by the Debtors pursuant Stockholders, if either JDH or JQHA materially breaches any of its representations, warranties, covenants or other agreements under this Agreement and, with respect to Section 10.1(b)(ii) any breach of the Equity Commitment Agreementa covenant contained herein, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with such breach is not cured within ten (10) Business Days’ prior days after written notice of their intent to terminate JDH and JQHA by the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise a result of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planbreach.

Termination Events. This Agreement may be terminatedterminated and the Purchase may be abandoned, at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Sellers and the Requisite Senior Note Holders to terminate this AgreementPurchaser; (b) by any of the Debtors either Sellers or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) belowPurchaser, if: (1i) any of court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Chapter 11 Cases are dismissed or converted transactions contemplated by this Agreement; provided, that the party seeking to a case terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Chapter 7 of the Bankruptcy CodeSection 6.3; or (2ii) the Bankruptcy Court has entered an order in any Closing Date shall not have occurred on or prior to the date that is forty-five (45) days from the date of this Agreement (the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“End Date”); provided, however, that the appointment of an examiner neither party may terminate this Agreement pursuant to the motion this Section 9.1(b)(ii) if such party is in material breach of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by Sellers, if: (i) any of the Requisite Senior Note Holdersrepresentations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, upon three in either case, (3x) Business Days’ written notice to would result in the Debtors (failure of a condition set forth in Section 7.3(a) or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1Section 7.3(b) and (2)y) which is not curable or, the Requisite Senior Note Holders shall if curable, is not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without cured upon the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: the earlier of (1) the Debtors fail thirtieth (30th) day after written notice thereof is given by Sellers to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; Purchaser and (2) the Debtors have day that is five (5) Business Days prior to the End Date; provided, that Sellers may not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed terminate this Agreement pursuant to by the Requisite Senior Note Holders; (3this Section 9.1(c) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any if Sellers is in material breach of their respective representatives) of their intention to do sothis Agreement; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note HolderPurchaser, but solely with respect to such Consenting Senior Note Holder if: (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holdersi) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment any of the Claims representations and warranties of holders of Visteon Notes under the Amended Plan, any Seller contained in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; Article IV shall fail to be true and correct or (eii) and there shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that Seller of any covenant or agreement of Sellers or Parent in this Agreement shall not be terminated pursuant to this Section 7.1(e)(2that, in either case, (x) would result in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any a condition set forth in Section 8.1(l7.2(a) of the Equity Commitment Agreement; or Section 7.2(b) and (3y) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would is not require re-solicitation of the holders of Visteon Notes curable or, if also made curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Purchaser to Sellers or Parent and (2) the day that is five (5) Business Days prior to the Rights Offering Sub PlanEnd Date; provided, would result that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) if Purchaser is in the confirmation material breach of the Rights Offering Sub Planthis Agreement.

Termination Events. This Agreement may be terminated: (a) immediately upon the written agreement of the Debtors and the Requisite Senior Note Holders to terminate this Agreement; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement ifmay, prior to the delivery Closing, be terminated (i) by Purchaser, if a breach of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence any provision of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement has been committed by Seller and such breach has not been waived, in writing, by Purchaser or cured by Seller within seven thirty (730) days of notice by Purchaser to Seller of such breach; (ii) by Seller, if a breach of any provision of this Agreement has been committed by Purchaser and such breach has not been waived, in writing, by Seller or cured by Purchaser within thirty (30) days of notice by Seller to Purchaser of such breach; (iii) by Purchaser, if any of the date hereof; (2) the Debtors have conditions in Section 6.2 has not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court been satisfied on or before May 12July 31, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the Confirmation Hearing is failure of Purchaser to commence within comply with its obligations under this Agreement) and Purchaser has not waived such periodcondition on or before the Closing Date; (iv) following a material adverse change or modification to the treatment by Seller, if any of the Claims conditions in Section 6.3 has not been satisfied on or before July 31, 2006, or if satisfaction of holders such a condition by such date is or becomes impossible (other than through the failure of Visteon Notes Seller to comply with their respective obligations under this Agreement) and Seller has not waived such condition on or before the Amended PlanClosing Date; (v) by either the Seller or Purchaser if any Governmental authority shall have issued an order, in decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the form attached hereto as of the date hereoftransactions contemplated by this Agreement and such order, that has been effected without the prior decree, ruling or other action shall have become final and nonappealable; or (vi) by mutual written consent of such Consenting Senior Note Holder; (e) Purchaser and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanSeller.

Termination Events. This Agreement may be terminatedThe Cash Manager or the Guarantor: (a) immediately upon may (with the prior written agreement consent of the Debtors and Bond Trustee, which consent shall not be withheld unless the Requisite Senior Note Holders Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders) terminate this AgreementAgreement with respect to the Account Bank in the event that the matters specified in paragraph (i), (vi), (vii), or (viii) below occur; (b) by shall (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders) terminate this Agreement with respect to the Account Bank in the event that any of the Debtors matters specified in paragraphs (iii) to (v) (inclusive) below occurs, (c) in the event that any of the matters specified in paragraph (ii) or (ix) below occur, will take the Requisite Senior Note Holders upon three (3actions described in Section 4.1(f) Business Days’ of the Cash Management Agreement and the Guarantor will terminate this Agreement, in each case by serving a written notice of termination on the Account Bank (such termination to each be effective three Canadian Business Days following service of the other Parties; provided that such notice is delivered and, in accordance with Section 8.11 hereof and received not more the case of (c), no later than ten (10) five Canadian Business Days following the occurrence of any event described of the matters specified therein) directing the Account Bank to transfer all funds standing in clause the Guarantor Accounts maintained by the Account Bank to a third party selected by the Guarantor (1or the Cash Manager on its behalf) and, on the same day, serving (if applicable) a Stand-By Account Bank Notice on the Stand-By Account Bank, in any of the following circumstances: (i) if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any Guarantor Account held with the Account Bank; (2ii) if one or more Rating Agencies downgrades the unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating, as applicable, of the Account Bank below the Account Bank Required Ratings; (iii) if the Account Bank, otherwise than for the purposes of such amalgamation, merger or reorganization as is referred to in paragraph (iv) below, if:ceases or, through an authorized action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or the Account Bank; (1iv) any if an order is made or an effective resolution is passed for the winding-up of the Chapter 11 Cases are dismissed Account Bank except a winding-up for the purposes of or converted pursuant to a case under Chapter 7 solvent amalgamation, merger or reorganization the terms of which have previously been approved in writing by the Guarantor and the Bond Trustee (such approval not to be unreasonably withheld or delayed); (v) an Insolvency Proceeding occurs in respect of the Bankruptcy CodeAccount Bank; or (2vi) default is made by the Bankruptcy Court has entered an order Account Bank in the performance or observance of its covenants and obligations, or a breach by the Account is made of any of its representations and warranties under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g) and 8.1(h); (vii) default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement and such default continues unremedied for a period of thirty (30) days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Bond Trustee requiring the same to be remedied; (viii) if the Account Bank materially breaches its obligations under this Agreement, the Guaranteed Deposit Account Contract and/or the Security Agreement, or any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 representations and warranties of the Bankruptcy Code; providedAccount Bank hereunder (other than the representations, howeverwarranties and covenants under Sections 8.1(d), that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 28.1(e), 2010 shall not give rise to a right to terminate this Agreement; (c8.1(f), 8.1(g) by the Requisite Senior Note Holders, upon three (3and 8.1(h)) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan thereunder is to occur, or if the Confirmation Hearing is to commence within such period)incorrect in any material respect, provided that with respect to Sections 7.1(c)(1) and (2), Rating Agency Condition is satisfied for the Requisite Senior Note Holders shall not be permitted to terminate termination of this Agreement if, prior to the delivery of following such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on breach or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do somisrepresentation; or (4ix) any court has entered a final, non-appealable judgment an Issuer Event of Default occurs (provided that the Account Bank is the Issuer or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investoran Affiliate thereof); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated, and the Contemplated Transactions abandoned, as follows: (a) immediately upon the by Buyer if a material breach or material violation of any provision of this Agreement has been committed by Seller, which breach cannot be or has not been cured within thirty (30) days after written agreement notice of the Debtors such breach has been delivered to Seller and the Requisite Senior Note Holders to terminate this Agreementwhich breach has not been waived by Buyer; (b) by Seller if a material breach or material violation of any provision of the Debtors this Agreement has been committed by Buyer, which breach cannot be or the Requisite Senior Note Holders upon three has not been cured within thirty (330) Business Days’ days after written notice of such breach has been delivered to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof Buyer and received which breach has not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreementbeen waived by Seller; (c) by Buyer if any condition in Article 7 has not been satisfied as of September 30, 2004 (other than through the Requisite Senior Note Holders, upon three (3) Business Days’ written notice failure of Buyer to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such periodcomply with its obligations under this Agreement), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall Buyer has not be permitted to terminate this Agreement if, prior to the delivery of waived such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court condition on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceabledate; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining Seller if any condition in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto Article 8 has not been satisfied as of September 30, 2004 (other than through the date hereoffailure of Seller to comply with its obligations under this Agreement), that and Seller has been effected without the prior written consent of not waived such Consenting Senior Note Holdercondition on or before such date; (e) by mutual written consent of Buyer and Seller; or (f) subject to each of the Parties having complied with its obligations under Section 12.1, by either Seller or Buyer if any Governmental Body shall be terminated automatically if have issued an Order or taken any other action that permanently restrains, enjoins or otherwise prohibits the Equity Commitment Agreement has been validly terminatedacquisition by Buyer of the Assets, subject tothe RSI Stock, the Business and RSI, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) such Order or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors other action shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require rebecome final and non-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planappealable.

Termination Events. This Agreement may be terminatedterminated and the Transactions may be abandoned at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Alter and the Requisite Senior Note Holders to terminate this AgreementXxxxxxxxx LLC; (b) by Xxxxxxxxx LLC, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Management, Lessee, any Alter Entity or Xxxxxxxxx set forth in this Agreement, in any case such that the Debtors conditions set forth in Section 5.2(a) or 5.2(b), as the Requisite Senior Note Holders upon three (3) Business Days’ case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAlter; (c) by the Requisite Senior Note HoldersAlter, upon three (3a breach of any representation, warranty, covenant, obligation or agreement on the part of any of the Xxxxxxxxx Entities such that the conditions set forth in Section 5.3(a) Business Days’ or 5.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Xxxxxxxxx LLC; or by Xxxxxxxxx, upon a breach of any representation, warranty, covenant, obligation or agreement on the Debtors (or part of any of the Xxxxxxxxx Entities, such lesser time if that the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) conditions set forth in Sections 7.1(c)(15.4(a) and/or (2or 5.4(b) below that, without are not satisfied or would be incapable of being satisfied within 30 days after the occurrence giving of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableXxxxxxxxx LLC; (d) by each Consenting Senior Note Holderany of Alter or Xxxxxxxxx LLC if any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, but solely with respect order, judgment or other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the consummation of the Transactions, provided that the party seeking to such Consenting Senior Note Holder (terminate this Agreement remaining under this clause (d) is not then in full force material breach of this Agreement and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurprovided, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereoffurther, that has been effected without the prior written consent right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such Consenting Senior Note Holder;order, decree or ruling; and (e) and shall be terminated automatically by any of Alter, Xxxxxxxxx or Xxxxxxxxx LLC if the Equity Commitment Merger Agreement has or the Partnership Merger Agreement shall have been validly terminated, subject to, and terminated in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planits terms.

Termination Events. This Agreement may be terminatedterminated prior to the Closing, whether before or after approval of this Agreement by the Agri-Energy Partners: (a) immediately upon the by mutual written agreement consent of the Debtors Purchaser and the Requisite Senior Note Holders to terminate this AgreementSeller; (b) by either Purchaser or the Seller, if there shall be any Law enacted or deemed applicable to the Contemplated Transactions that makes consummation of the Debtors Contemplated Transactions illegal, or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof Contemplated Transactions shall have become final and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codenonappealable; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right party seeking to terminate this AgreementAgreement pursuant to this Section 8.1(b) must have used all reasonable efforts to remove any such Order prior to the Termination Date; (c) by the Requisite Senior Note HoldersPurchaser, upon three (3) Business Days’ written notice to the Debtors (if there has been a material inaccuracy of any representation or such lesser time if the voting deadline for the Amended Plan is to occurwarranty, or if a failure to comply with or perform any covenant or agreement contained in this Agreement or the Confirmation Hearing is Related Agreements on the part of the Acquired Companies or the Seller which inaccuracy or failure causes any of the conditions set forth in Article 6 to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to satisfied; provided, however, that Purchaser may not terminate this Agreement ifunder this Section 8.1 (c) on account of an inaccuracy in the Acquired Companies’ or the Seller’s representations and warranties, prior or on account of a failure to comply with or perform a covenant by the delivery Acquired Companies or the Seller, if such inaccuracy or failure is curable by the Acquired Companies or the Seller, unless the Acquired Companies or the Seller fail to cure such inaccuracy or breach within 15 days after receiving written notice from Purchaser of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on inaccuracy or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceablefailure; (d) by each Consenting Senior Note Holderthe Seller, but solely if there has been a material inaccuracy of any representation or warranty, or a failure to comply with respect to such Consenting Senior Note Holder (or perform any covenant or agreement contained in this Agreement remaining in full force and effect as among or the Debtors and Related Agreements on the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (part of Purchaser, which inaccuracy or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment failure causes any of the Claims of holders of Visteon Notes under the Amended Plan, conditions set forth in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall Article 7 to not be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)satisfied; provided, however, that the Seller may not terminate this Agreement shall not be terminated pursuant to under this Section 7.1(e)(28.1(d) on account of an inaccuracy in Purchaser’s representations and warranties, or on account of a failure to comply with or perform a covenant by Purchaser, if such inaccuracy or failure is curable by Purchaser, unless Purchaser fails to cure such inaccuracy or breach within 15 days after receiving written notice from the event Seller of any extension of such inaccuracy or failure; or (e) by Purchaser or the Outside Date Seller, if the Closing has not taken place on or before November 30, 2010 (as defined in the Equity Commitment Agreement“Termination Date”) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement other than as a result of any breach or breaches failure on the part of the Equity Commitment Agreement by the Debtors that would cause a failure terminating party to comply with or perform any of any condition its covenants or obligations set forth in Section 8.1(l) of the Equity Commitment this Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminatedterminated at any time prior to the Closing: (a) immediately upon the written agreement of the Debtors and the Requisite Senior Note Holders to terminate this Agreement; (b) by any of the Debtors either Sellers or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, ifBuyer: (1i) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) if the Bankruptcy Court shall have determined that it will not enter the Approval Order or if a Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable applicable Law (including any Order) which is in effect and has entered an order in any the effect of making the Transactions illegal or otherwise restraining or prohibiting consummation of the Chapter 11 Cases appointing an examiner with expanded powers Transactions and which is not satisfied, resolved or a trustee under chapter 7 or chapter 11 of preempted by the Bankruptcy CodeApproval Order; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAgreement pursuant to this Section 12.1(a)(i) shall not be available to any Party whose material breach of any of its representations, warranties, covenants or agreements contained herein results in or causes such event; (cii) if the Closing shall not have occurred by 11:59 p.m. New York City time on February 19, 2019 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 12.1(a)(ii) shall not be available to any Party whose material breach of any of its representations, warranties, covenants or agreements contained herein results in the failure of the Closing to be consummated by such time; (iii) if Sellers accept or agree to any Competing Transaction or upon approval by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurBankruptcy Court of, or the filing by or on behalf of any Seller of a motion or other request to approve, a Competing Transaction; provided, however, that if the Confirmation Hearing is Seller, pursuant to commence within such period), provided that with respect to Sections 7.1(c)(1Section 8.2(c) and (2)the Bidding Procedures Order, the Requisite Senior Note Holders has designated Buyer as a “Back-Up Bidder,” then Buyer shall not be permitted to terminate this Agreement if, prior to the delivery Outside Date except as consistent with the terms of such notice, the Debtors shall have filed the relevant document(sSection 8.2(c) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do soBidding Procedures Order; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (div) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior mutual written consent of such Consenting Senior Note Holder; (e) Sellers and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanBuyer.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by either the written agreement of the Debtors and the Requisite Senior Note Holders to terminate this Agreement; (b) by any of the Debtors Purchaser or the Requisite Senior Note Holders upon three Seller if the Transactions shall not have been consummated by February 15th, 2010 (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code"Termination Date"); provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders party shall not be permitted to terminate this Agreement if, pursuant to this Section 8.1 if the failure to consummate the Transactions by the Termination Date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the delivery of such noticeClosing Date, and the Debtors Seller shall not be permitted to terminate this Agreement pursuant hereto unless the Seller shall have filed made any payment required to be made to the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail Purchaser pursuant to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereofSection 8.4; (2b) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note HoldersPurchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (3c) by the Seller if (the Agreement and Asset Sale shall not have been approved at the Shareholders' Meeting (or at any adjournment or postponement thereof) by the Required Shareholder Approval; provided, however, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) if the failure to have the Agreement and Asset Sale approved by the Required Shareholder Approval is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing Date, and (ii) the Debtors have withdrawn the Amended Plan or publicly announced their intention Seller shall not be permitted to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring terminate this Agreement or pursuant to this Section 8.1(c) unless the Seller shall have made any material portion hereof payment required to be unenforceablemade to the Purchaser pursuant to Section 8.4; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time Purchaser if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderTriggering Event shall have occurred; (e) by the Purchaser if (i) any of the Seller's representations and warranties contained in this Agreement shall be terminated automatically if inaccurate as of the Equity Commitment date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): if made on such subsequent date), such that the condition set forth in Section 6.1 would not be satisfied, or (1ii) by Requisite Investors pursuant to Section 10.1(c)(i) any of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Seller's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)6.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Seller's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller and the Seller is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Purchaser may not terminate this Agreement under this Section 8.1(e) on account of such inaccuracy or breach; or (f) by the Seller if (i) any of the representations and warranties of the Purchaser contained in this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension inaccurate as of the Outside Date date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as defined in if made on such subsequent date), such that the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l7.1 would not be satisfied, or (ii) if any of the Equity Commitment Agreement;covenants of the Purchaser contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of the Purchaser as of a date subsequent to the date of this Agreement or a breach of a covenant by the Purchaser is curable by the Purchaser and the Purchaser is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Seller may not terminate this Agreement under this Section 8.1(f) on account of such inaccuracy or breach. (3g) by Requisite Investors pursuant to Section 10.1(c)(viBy the Purchaser if it is not satisfied with the results of its due diligence investigation. (h) Notwithstanding any of the Equity Commitment Agreement; (4) by foregoing the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby parties may agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made extend to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planclosing date.

Termination Events. This Agreement may be terminated:terminated prior to the Closing (whether before or after the adoption and approval of this Agreement by the Company’s stockholders): (a) immediately upon by the mutual written agreement consent of the Debtors Parent and the Requisite Senior Note Holders to terminate this AgreementCompany; (b) by Parent if the Closing has not taken place on or before 5:00 p.m. (Eastern Standard Time) on May 31, 2015 (the “End Date”) and any condition set forth in Section 6 has not been satisfied or waived as of the Debtors or the Requisite Senior Note Holders upon three time of termination (3) Business Days’ written notice to in each of the case other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence as a result of any event described failure on the part of Parent to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement); (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time Company if the voting deadline for Closing has not taken place on or before 5:00 p.m. (Eastern Standard Time) on the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) End Date and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) any condition set forth in Sections 7.1(c)(1) and/or Section 7 has not been satisfied or waived as of the time of termination (2) below that, without in each case other than as a result of any failure on the occurrence part of such filing, would have constituted a basis for terminating the Company to comply with or perform any covenant or obligation of the Company set forth in this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable); (d) by each Consenting Senior Note HolderParent if: (i) a court of competent jurisdiction or other Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, but solely with respect to such Consenting Senior Note Holder decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holdersii) upon three (3) Business Days’ written notice there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment Merger by any Governmental Entity of competent jurisdiction that would make consummation of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderMerger illegal; (e) by the Company if: (i) a court of competent jurisdiction or other Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (ii) there shall be terminated automatically if any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) Merger by Requisite Investors pursuant to Section 10.1(c)(i) any Governmental Entity of competent jurisdiction that would make consummation of the Equity Commitment AgreementMerger illegal; (2f) by Requisite Investors Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 6.1 would not be satisfied; or (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 15 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(f) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 10.1(c)(iv8.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Equity Commitment Company Cure Period); (g) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement (excluding a termination shall be inaccurate as of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) date of the Equity Commitment Agreement in the event this Agreement, or shall have become inaccurate as of a breach by date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied; or (ii) if any Investor)of Parent’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any of Parent’s representations and warranties as of a date subsequent to the date of this Agreement shall or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within 15 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not be terminated terminate this Agreement under this Section 8.1(g) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 7.1(e)(28.1(g) in with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the event of any extension expiration of the Outside Date Parent Cure Period; or (as defined in h) by Parent if Stockholder Written Consents sufficient to obtain the Equity Commitment Agreement) pursuant Required Stockholder Vote are not delivered to clause (A) or (B) of Section 10.1(b)(iii) Parent within 24 hours of the Equity Commitment execution and delivery of this Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by the mutual written agreement consent of the Debtors Alliqua and the Requisite Senior Note Holders to terminate this AgreementAquaMed; (b) by any of Alliqua if the Debtors Closing has not taken place on or the Requisite Senior Note Holders upon three before February 15, 2019 (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence as a result of any event described in clause (1) failure on the part of Alliqua to comply with or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case perform its covenants and obligations under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement); (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time AquaMed if the voting deadline for Closing has not taken place on or before February 15, 2019 (other than as a result of any failure on the Amended Plan is part of AquaMed to occurcomply with or perform any covenant or obligation set forth in this Agreement); (d) by either Alliqua or AquaMed, if a court of competent jurisdiction or other Governmental Body shall have issued an Order, or if shall have taken any other action, having the Confirmation Hearing is to commence within such period)effect of permanently restraining, provided enjoining or otherwise prohibiting the Contribution or the Distribution; provided, that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders a Party shall not be permitted to terminate this Agreement if, pursuant to this Section 7.1(d) if the issuance of such Order or the taking of such action is attributable to the failure of such Party to perform in any material respect any covenant or obligation in this Agreement required to be performed by such Party at or prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderClosing; (e) by Alliqua, if any of AquaMed’s covenants or representations and warranties contained in this Agreement shall be terminated automatically have been breached in any material respect, if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1i) by Requisite Investors pursuant to Section 10.1(c)(i) such breach would cause any of the Equity Commitment Agreementconditions in ARTICLE 2 or ARTICLE 3 not to be satisfied; and (ii) such breach (if curable) is not cured by AquaMed within thirty (30) calendar days after receiving written notice from Alliqua of such breach; (2f) by Requisite Investors pursuant to Section 10.1(c)(iv) AquaMed if any of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement Alliqua’s covenants or representations and warranties contained in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date breached in any material respect, in either case if (as defined in the Equity Commitment Agreementi) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any inaccuracy or breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth the conditions in Section 8.1(lARTICLE 2 or ARTICLE 3 not to be satisfied; and (ii) of the Equity Commitment Agreement; such inaccuracy or breach (3if curable) is not cured by Requisite Investors pursuant to Section 10.1(c)(viAlliqua within thirty (30) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior calendar days after receiving written notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise from AquaMed of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights inaccuracy or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.breach;

Termination Events. This Agreement may be terminatedterminated at any time prior to Closing: (a) immediately upon by the mutual written agreement consent of the Debtors BreitBurn and the Requisite Senior Note Holders to terminate this AgreementQuicksilver; (b) by either BreitBurn or Quicksilver if Closing has not occurred by the close of business on December 31, 2007 (provided the Party seeking to terminate this Agreement is not in material default of any of the Debtors its representations, warranties, covenants or the Requisite Senior Note Holders agreements under this Agreement), provided, however, that such date shall be extended to accommodate any cure period specified in Section 8.1(d) or Section 8.1(e), as applicable; (c) by Quicksilver or BreitBurn, upon three (3) Business Days’ written notice to each of the other Parties; provided Party, in the event that such notice is delivered the sum of (i) the downward adjustments to the Initial Consideration for Title Defects in accordance with the provisions of Section 8.11 hereof 6.12, in the aggregate, plus (ii) the downward adjustments to the Initial Consideration on account for Environmental Defects in accordance with the provisions of Section 6.14 equals or exceeds $145,000,000; provided, however, that if BreitBurn and received Quicksilver have not more than ten (10) Business Days following agreed upon the occurrence aforesaid downward adjustment in the Initial Consideration attributable to any Title Defect or Environmental Defect, then the downward adjustment asserted by BreitBurn for such Title Defect or Environmental Defect shall be used only for purposes of any event described in determining Quicksilver’s right to terminate under this clause (1) or (2) below, if:c); (1d) by BreitBurn, if Quicksilver shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would give rise to the Chapter 11 Cases are dismissed or converted to failure of a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order condition set forth in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeSection 7.3; provided, however, that the appointment of an examiner pursuant breaching Party shall first be entitled to ten (10) days’ notice and the motion of opportunity to cure and provided furthermore that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise Party seeking to a right to so terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of in breach at such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holdertime; (e) and by Quicksilver, if BreitBurn shall be terminated automatically if have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would give rise to the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event failure of a breach by any Investor)condition set forth in Section 7.2; provided, however, that this Agreement the breaching Party shall not first be terminated pursuant entitled to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Daysdays’ prior notice of their intent and the opportunity to terminate cure and provided furthermore that the Equity Commitment Agreement (which notice the Debtors hereby agree Party seeking to so deliver);terminate not be in breach at such time; or (Bf) by either BreitBurn or Quicksilver if any Law or Order or rule becomes final and effective, prohibiting or making illegal the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation consummation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of transactions contemplated by this Agreement, upon notification to the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable non-terminating Party by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planterminating Party.

Termination Events. This Agreement may be terminated: (a) immediately upon the written agreement terminated by delivery of the Debtors and the Requisite Senior Note Holders to terminate this Agreement; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ a written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, ifparties hereto as follows: (1a) any by Globalstar, Loral and the Informal Noteholders Committee (as a group), upon mutual agreement of Globalstar and all Parties in Interest prior to entry of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; orConfirmation Order; (2b) by Globalstar, Loral or the Bankruptcy Court has entered an order in Informal Noteholders Committee (as a group), upon material breach of this Agreement by any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreementother party hereto; (c) by Globalstar, Loral or the Requisite Senior Note HoldersInformal Noteholders Committee (as a group), upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that taking of an action materially inconsistent with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or the terms and conditions of the MOU by any material portion hereof party hereto pursuant to be unenforceableSection 2(c) of this Agreement; (d) by each Consenting Senior Note HolderGlobalstar, but solely with respect to such Consenting Senior Note Holder Loral or the Informal Noteholders Committee (this Agreement remaining in full force and effect as among a group), upon entry of an order by the Debtors and Bankruptcy Court confirming any plan for Globalstar other than the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Proposed Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if by Globalstar, Loral or the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings Informal Noteholders Committee (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) a group), if holders of more than 20% in the aggregate principal amount, on a per issue basis, of the Equity Commitment AgreementSenior Notes that are not members of the Informal Noteholders Committee shall take actions which are materially adverse to the obligations hereunder of the respective members of the Informal Noteholders Committee; (2f) by Requisite Investors Globalstar, Loral or the Informal Noteholders Committee (as a group), if there shall be any material amendment of, supplement to, modification to, or severance of any provision of, the Proposed Plan which is materially inconsistent with the terms and conditions of the MOU (including, without limitation, a material amendment of, supplement to, modification to, or severance of, the release and indemnification provisions of the MOU), except if any such material amendment of, supplement to, modification to, or severance of any provision of, the Proposed Plan is consented to by all parties hereto; (g) by Loral or the Informal Noteholders Committee (as a group), if: (i) Globalstar has not commenced the Chapter 11 Cases on or before February 15, 2002 (the "Commencement Date"); (ii) the Proposed Plan and the related disclosure statement (the "Disclosure Statement") shall not have been filed by the Proponents pursuant to Section 10.1(c)(iv) sections 1121 and 1125 of the Equity Commitment Agreement (excluding a termination Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3016 within 60 days of the Equity Commitment Agreement Commencement Date; (iii) the Disclosure Statement shall not have been approved by Requisite Investors pursuant the Bankruptcy Court within the earlier of (A) 60 days after the date the Disclosure Statement is filed, and (B) 120 days after the Commencement Date, but in no event shall the Disclosure Statement be approved by the Bankruptcy Court prior to Section 10.1(c)(iv) the expiration of the Equity Commitment Agreement in Diligence Period; (iv) the event of a breach by any Investor); provided, however, that this Agreement Confirmation Order shall not be terminated pursuant to this Section 7.1(e)(2have been entered within the earlier of (A) in 75 days after the event of any extension of date the Outside Date Disclosure Statement is approved, and (B) 195 days after the Commencement Date; and (v) the Proposed Plan shall not have become effective as defined in the Equity Commitment AgreementProposed Plan within the earlier of (A) 60 days after the date of the Confirmation Order, and (B) 255 days after the Commencement Date. (h) by the Informal Noteholders Committee (as a group) pursuant to clause (A) or (B) the terms of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights3 hereof; and (Ci) following by Loral or the Informal Noteholders Committee (as a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made group) pursuant to the Rights Offering Sub Plan, would result in the confirmation terms of the Rights Offering Sub PlanSection 4 hereof.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated: (a) immediately upon the written agreement 12.1.1 by mutual consent of the Debtors Acquiror, the Acquiror Stockholder and the Requisite Senior Note Holders Shareholder (acting jointly); 12.1.2 by the Acquiror, if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the conditions in Section 11 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder and/or any member of CMN Management to comply with its obligations under this Agreement) and the Shareholder has not waived such condition on or before the Closing Date; 12.1.3 by the Acquiror or the Shareholder, if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement; ) or the Shareholder (bin the event it seeks to terminate this Agreement) by any to comply with their respective obligations under this Agreement, forty-five (45) days after the final mailing of the Debtors or Schedule 14(f) Filing to the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each stockholders of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten Acquiror (10which mailing shall occur within five (5) Business Days following after the occurrence end of the SEC review period of the Schedule 14(f) Filing),or such later date as the parties may agree upon ( the “Outside Date”); 12.1.4 by the Acquiror, if there shall have been entered a final, nonappealable order or injunction of any event described in clause (1) PRC Governmental Authority restraining or (2) belowprohibiting the consummation of the transactions contemplated hereby or the Company or the Shareholder has not received all required PRC government approvals by September 30, 2005 required to consummate the transaction contemplated by this agreement; 12.1.5 by the Acquiror, if: (1) , prior to the Closing Date, the Company, the Shareholder or any member of CMN Management is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 date of notice of default served by the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeAcquiror claiming such breach; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice Agreement pursuant to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders this Section 12.1.5 shall not be permitted available to terminate the Acquiror if the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 12.1.6 by the Company or the Shareholder, if, prior to the delivery of such noticeClosing Date, the Debtors Acquiror or the Acquiror Stockholder is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement not be cured within seven (7) 10 days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to of notice of default served by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurCompany, or the Shareholder claiming such breach or, if the Confirmation Hearing such breach is to commence not curable within such 10 day period) following a material adverse change or modification , such longer period of time as is necessary to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of cure such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)breach; provided, however, that the right to terminate this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) 12.1.6 shall not be available if the Company, the Shareholder or any member of CMN Management to is in material breach of this Agreement at the event time notice of termination is delivered; or 12.1.7 by the Company or the Shareholder (acting jointly), if prior to the Closing Date, the Company approves any extension merger, liquidation, recapitalization, consolidation or other business combination involving the Company or the Company Subsidiaries or any capital stock or any material portion of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) assets of the Equity Commitment AgreementCompany or any Company Subsidiary, or any combination of the foregoing (an “Acquisition Transaction”), except as required by the Restructuring. 12.1.8 by the Acquiror, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extensionits sole discretion, the Equity Commitment Agreement is terminated results of the Company’s corporate and financial due diligence are unsatisfactory. 12.1.9 by the Requisite Investors pursuant to Section 10.1(c)(iv) of Acquiror if the Equity Commitment Agreement as a result of any breach Actual HK Net Profit is at or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planbelow RMB6 million.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by the mutual written agreement consent of the Debtors Purchaser and the Requisite Senior Note Holders to terminate this AgreementSeller; (b) by the Purchaser if the Closing has not taken place on or before the date that is thirty (30) days following the date of this Agreement (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations under this Agreement); (c) by the Seller if the Closing has not taken place on or before the date that is thirty (30) days following the date of this Agreement (other than as a result of any failure on the part of the Seller to comply with or perform any covenant or obligation set forth in this Agreement); (d) by either the Purchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if:Transactions; (1e) by the Purchaser if any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 Seller’s representations and warranties contained in this Agreement shall have been inaccurate as of the Bankruptcy Code; or date of this Agreement or shall have become inaccurate as of any subsequent date (2) the Bankruptcy Court has entered an order in as if made on such subsequent date), or if any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeSeller’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall Purchaser may not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement ifunder this Section 7.1(e) on account of an inaccuracy in the Seller’s representations and warranties, prior or on account of a breach of a covenant by the Seller, unless: (i) such inaccuracy or breach would cause the conditions in Sections 5.1 or 5.2 not to be satisfied; and (ii) such inaccuracy or breach (if curable) is not cured by the delivery Seller within 30 calendar days after receiving written notice from the Purchaser of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on inaccuracy or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do sobreach; or (4f) by the Seller if any court has entered a final, non-appealable judgment or order declaring of the Purchaser’s representations and warranties contained in this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto shall have been inaccurate as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and this Agreement or shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings have become inaccurate as of any subsequent date (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) if made on such subsequent date), or if any of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Purchaser’s covenants contained in this Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement shall have been breached in the event of a breach by any Investor)respect; provided, however, that neither the Seller may terminate this Agreement shall not be terminated pursuant to under this Section 7.1(e)(27.1(f) on account of an inaccuracy in the event Purchaser’s representations and warranties or on account of any extension a breach of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated a covenant by the Requisite Investors pursuant Purchaser unless: (i) such inaccuracy or breach would cause the conditions in Section 6.1 or 6.2 not to Section 10.1(c)(ivbe satisfied; and (ii) of the Equity Commitment Agreement as a result of any such inaccuracy or breach or breaches of the Equity Commitment Agreement (if curable) is not cured by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of Purchaser within 30 calendar days after receiving written notice from the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise Seller of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights inaccuracy or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planbreach.

Termination Events. This Agreement may and the Transactions may, by notice given prior to or at the Closing, be terminated: (a) immediately upon the written by mutual agreement of the Debtors Buyer and the Requisite Senior Note Holders to terminate this AgreementSeller; (b) by any Buyer, on the one hand, or Seller, on the other hand, if the Closing has not occurred (other than as a result of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence failure of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right party seeking to terminate this Agreement to comply with its obligations under this Agreement) on or before (i) November 13, 2012 or (ii) such later date as the Parties may agree upon in writing (such applicable date specified in the preceding clauses (i) and (ii) being referred to herein as the “Outside Date”); (c) by Seller, on the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurone hand, or by Buyer, on the other hand, if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate a material breach of this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to has been committed by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan other party and such material breach has not been cured within 30 days after notice thereof to such other party or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableexpressly waived in writing; (d) (i) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining Buyer if satisfaction of any of the conditions in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice Section 6.1 becomes impossible prior to the Debtors Outside Date (other than as a result of the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not expressly waived such condition in writing on or such lesser time before termination of this Agreement; or (ii) by Seller, if satisfaction of any of the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification conditions in Section 6.2 becomes impossible prior to the treatment Outside Date (other than as a result of the Claims failure of holders Seller to comply with its obligations under this Agreement) and Seller has not expressly waived such condition in writing on or before termination of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder;this Agreement; or (e) and by either Buyer or Seller if there shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) any Legal Requirement that makes consummation of the Equity Commitment Agreement; (2) Transactions contemplated by Requisite Investors pursuant to Section 10.1(c)(iv) this Agreement illegal or otherwise prohibited or if consummation of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement Transactions contemplated by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event would violate any non-appealable Order of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanGovernmental Entity having competent jurisdiction.

Termination Events. This (a) Seller may terminate this Agreement may be terminatedby delivery of notice of termination to Purchaser if at any time prior to the Closing Date: (ai) immediately upon Purchaser fails or refuses to perform in any material respect any obligation or covenant to be performed by it pursuant to this Agreement prior to the written agreement Closing Date and the breach has not been cured within ten business days following the receipt of notice by Purchaser of the Debtors and breach; or (ii) Any of the Requisite Senior Note Holders conditions in Section 8 of this Agreement has not been satisfied as of the Drop Dead Date or, if satisfaction of such a condition is or becomes impossible (other than through the failure of such Seller to terminate comply with its obligations under this Agreement;), Seller have not waived such condition on or before Drop Dead Date. (b) Purchaser may terminate this Agreement by delivery of notice of termination to Seller if any of time prior to the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, ifClosing Date: (1i) Seller fails or refuses to perform in any material respect any obligation or covenant to be performed by it pursuant to this Agreement prior to the Closing Date which has not been cured within ten business days following receipt of notice of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Codebreach; or (2ii) the Bankruptcy Court has entered an order in any Any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter conditions set forth in Section 7 or chapter 11 of this Agreement has not been satisfied as of the Bankruptcy Code; providedClosing Date or, however, that if satisfaction of such a condition is or becomes impossible (other than through the appointment failure of an examiner pursuant Purchaser to the motion of that certain ad hoc committee of equityholders as filed comply with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate its obligations under this Agreement;), Purchaser has not waived such condition on or before the Drop Dead Date. (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to The parties may terminate this Agreement if, at any time prior to the Closing Date by mutual written consent; or (d) Any party may terminate this Agreement by delivery of such notice, notice of termination to the Debtors shall have filed other party if the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have Closing has not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court occurred on or before May 12the Drop Dead Date, 2010 or such later date as the parties may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining agree upon in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planwriting.

Termination Events. This Agreement may be terminatedterminated and the Purchase may be abandoned, at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Sellers and the Requisite Senior Note Holders to terminate this AgreementPurchaser; (b) by any of the Debtors either Sellers or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) belowPurchaser, if: (1i) any of court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Chapter 11 Cases are dismissed or converted transactions contemplated by this Agreement; provided, that the party seeking to a case terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Chapter 7 of the Bankruptcy CodeSection 6.3; or (2ii) the Bankruptcy Court has entered an order in any Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“End Date”); provided, however, that the appointment of an examiner neither party may terminate this Agreement pursuant to the motion this Section 9.1(b)(ii) if such party is in material breach of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by Sellers, if: (i) any of the Requisite Senior Note Holdersrepresentations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, upon three in either case, (3x) Business Days’ written notice to would result in the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurfailure of a condition set forth in Section 7.3(a), Section 7.3(b), or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1Section 7.1(d) and (2)y) which is not curable or, the Requisite Senior Note Holders shall if curable, is not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without cured upon the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: the earlier of (1) the Debtors fail 30th day after written notice thereof is given by Sellers to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; Purchaser and (2) the Debtors have day that is five (5) Business Days prior to the End Date; provided, that Sellers may not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed terminate this Agreement pursuant to by the Requisite Senior Note Holders; (3this Section 9.1(c) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to if any Consenting Senior Note Holders (or any Seller is in material breach of their respective representatives) of their intention to do sothis Agreement; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note HolderPurchaser, but solely with respect to such Consenting Senior Note Holder if: (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holdersi) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment any of the Claims representations and warranties of holders of Visteon Notes under the Amended Plan, any Seller contained in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; Article IV shall fail to be true and correct or (eii) and there shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that Seller of any covenant or agreement of Sellers in this Agreement shall not be terminated pursuant to this Section 7.1(e)(2that, in either case, (x) would result in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any a condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below7.2(a), Section 7.2(b) or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and Section 7.1(d) and (Cy) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would which is not require re-solicitation of the holders of Visteon Notes curable or, if also made curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the Rights Offering Sub PlanEnd Date; provided, would result that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) if Purchaser is in the confirmation material breach of the Rights Offering Sub Planthis Agreement.

Termination Events. (a) This Agreement may be terminatedterminated prior to the Closing: (ai) immediately upon the by mutual written agreement consent of the Debtors Purchaser, the Company and the Requisite Senior Note Holders Stockholders’ Representative; (ii) by written notice from the Purchaser to terminate the Company and the Stockholders’ Representative, if there has been a breach of any representation, warranty, covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 6.1 or Section 6.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Purchaser to the Company and the Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 6.1 or Section 6.3 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Purchaser, and (B) the Expiration Date; or (iv) by five (5) days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, as the case may be, in the event the Closing has not occurred on or prior to March 1, 2017 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) by In the event of termination of this Agreement pursuant to this ARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 5.7 (Confidentiality), Section 11.3 (Fees and Expenses), Section 11.4 (Waiver; Amendment), Section 11.5 (Entire Agreement), Section 11.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 11.7 (Governing Law; Venue), Section 11.8 (WAIVER OF JURY TRIAL), Section 11.9 (Attorneys’ Fees), Section 11.10 (Assignment and Successors), Section 11.12 (Notices), Section 11.13 (Construction; Usage), Section 11.14 (Severability), Section 11.15 (Schedules and Exhibits) and this Section 8.1, and the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to definitions used in each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) belowforegoing sections, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) including those set forth in Sections 7.1(c)(1) and/or (2) below thatExhibit A hereto, without the occurrence all of which shall survive such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan termination and the Disclosure Statement with Termination Date. Notwithstanding the Bankruptcy Court on or before May 12foregoing, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining nothing contained in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of relieve any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but party from liability for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment this Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by the mutual written agreement consent of the Debtors Seller Parent (on behalf of itself and the Requisite Senior Note Holders to terminate this AgreementSeller) and Buyer; (b) by Seller Parent (on behalf of itself and Seller) or Buyer, if the Closing has not taken place on or before January 31, 2011 (other than as a result of any failure on the part of the Debtors terminating party to comply with or perform its covenants and obligations under this Agreement); (c) by either Seller Parent (on behalf of itself and Seller) or Buyer if: (i) any court of competent jurisdiction or other Governmental Authority shall have issued a final and non-appealable order or shall have taken any other action having the Requisite Senior Note Holders upon three effect of permanently restraining or otherwise prohibiting the transactions contemplated by the Transaction Documents; or (3ii) Business Days’ written notice to each any Law making illegal the transactions contemplated by the Transaction Documents shall have become effective; (d) by Seller Parent (on behalf of the other Parties; provided that such notice itself and Seller) if there is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence a material breach of any event described in clause (1) representation, warranty, covenant or (2) below, if: (1) any obligation of the Chapter 11 Cases are dismissed or converted Buyer pursuant to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codethis Agreement; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders Seller Parent shall not be permitted to terminate this Agreement if, prior pursuant to the delivery this Section 7.1(d) on account of any breach which is curable by Buyer unless Buyer fails to cure such breach within thirty (30) days after receiving notice of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do sobreach; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (de) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time Buyer if the voting deadline for the Amended Plan there is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change breach of any representation, warranty, covenant or modification to the treatment obligation of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors Seller or Seller Parent pursuant to Section 10.1(c)(i) of the Equity Commitment this Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement Buyer shall not be terminated permitted to terminate this Agreement pursuant to this Section 7.1(e)(27.1(e) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result on account of any breach which is curable by Seller or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(lSeller Parent unless Seller or Seller Parent fails to cure such breach within thirty (30) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior days after receiving notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planbreach.

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminatedterminated and the Contemplated Transactions abandoned at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Ashland and the Requisite Senior Note Holders to terminate this AgreementBuyer; (b) by Ashland if (i) Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in the Debtors failure of a condition set forth in Section 4.1 or 4.3 and (y) (A) cannot be cured by the Requisite Senior Note Holders upon three End Date or (3B) Business Days’ if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Ashland of such breach or failure to each perform or any shorter period of time that remains between the date of such written notice and the End Date or (ii) if all of the conditions set forth in Sections 4.1 and 4.2 have been satisfied or waived (other Parties; provided than the condition set forth in Section 4.1(d) and other than those conditions that such notice is delivered in accordance with Section 8.11 hereof by their nature are to be satisfied by actions taken at the Closing) and received not more than ten (10) Buyer fails to consummate the transactions contemplated by this Agreement within five Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of date the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner Closing should have occurred pursuant to Section 3.1 and the motion Company stood ready and willing to consummate during such period (it being understood that, during such period of that certain ad hoc committee of equityholders as filed with five Business Days following the Bankruptcy Court on April 2date the Closing should have occurred pursuant to Section 3.1, 2010 Buyer shall not give rise to a right be entitled to terminate this AgreementAgreement pursuant to Section 8.1(e)(ii)); (c) by Buyer if (i) Ashland shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in the Requisite Senior Note Holdersfailure of a condition set forth in Section 4.1 or 4.2 and (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, upon three shall not have been cured within thirty (330) Business Days’ days following receipt of written notice from Buyer of such breach or failure to perform or any shorter period of time that remains between the Debtors date of such written notice and the End Date. (d) by Buyer on the circumstances contemplated by Section 7.3(b); or (e) by either Ashland or such lesser time Buyer if (i) any of the voting deadline for conditions set forth in Section 4.1 shall have become incapable of fulfillment due to (x) the Amended Plan is to occur, final and nonappealable entry of any Order preventing or if enjoining the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1Contemplated Transactions or(y) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions or (2), ii) the Requisite Senior Note Holders shall Closing has not be permitted occurred (other than through the failure of any party seeking to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating comply fully with its obligations under this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12April 30, 2010 2011 or such later date as the parties may be agreed to by the Requisite Senior Note Holders; agree upon (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance withdate, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor“End Date”); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may be terminatedterminated and the Purchase may be abandoned, at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Sellers and the Requisite Senior Note Holders to terminate this AgreementPurchaser; (b) by any of the Debtors either Sellers or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) belowPurchaser, if: (1i) any of court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Chapter 11 Cases are dismissed or converted transactions contemplated by this Agreement; provided, that the party seeking to a case terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Chapter 7 of the Bankruptcy CodeSection 6.3; or (2ii) the Bankruptcy Court has entered an order in any Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“End Date”); provided, however, that the appointment of an examiner neither party may terminate this Agreement pursuant to the motion this Section 9.1(b)(ii) if such party is in material breach of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by Sellers, if: (i) any of the Requisite Senior Note Holdersrepresentations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, upon three in either case, (3x) Business Days’ written notice to would result in the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurfailure of a condition set forth in Section 7.3(a), Section 7.3(b), or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1Section 7.1(d) and (2)y) which is not curable or, the Requisite Senior Note Holders shall if curable, is not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without cured upon the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: the earlier of (1) the Debtors fail 30th day after written notice thereof is *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to file a motion seeking authority the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to perform under this Agreement within seven (7) days of the date hereof; Securities and Exchange Commission. given by Sellers to Purchaser and (2) the Debtors have day that is five (5) Business Days prior to the End Date; provided, that Sellers may not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed terminate this Agreement pursuant to by the Requisite Senior Note Holders; (3this Section 9.1(c) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to if any Consenting Senior Note Holders (or any Seller is in material breach of their respective representatives) of their intention to do sothis Agreement; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note HolderPurchaser, but solely with respect to such Consenting Senior Note Holder if: (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holdersi) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment any of the Claims representations and warranties of holders of Visteon Notes under the Amended Plan, any Seller contained in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; Article IV shall fail to be true and correct or (eii) and there shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that Seller of any covenant or agreement of Sellers in this Agreement shall not be terminated pursuant to this Section 7.1(e)(2that, in either case, (x) would result in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any a condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below7.2(a), Section 7.2(b) or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and Section 7.1(d) and (Cy) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would which is not require re-solicitation of the holders of Visteon Notes curable or, if also made curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the Rights Offering Sub PlanEnd Date; provided, would result that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) if Purchaser is in the confirmation material breach of the Rights Offering Sub Planthis Agreement.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated: (a) immediately upon by either Parent, on the written agreement one hand, or the Company, on the other, if a material Breach of any provision of this Agreement has been committed by the Debtors other party and the Requisite Senior Note Holders to terminate this Agreementsuch Breach has not been waived; (b) (i) by Parent if any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other Partiesthan through the failure of Parent to comply with its obligations under this Agreement) and Parent has not waived such condition on or before the Closing Date; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2ii) belowby the Company, if: (1) if any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 conditions in Section 8 has not been satisfied as of the Bankruptcy Code; or Closing Date or if satisfaction of such a condition is or becomes impossible (2) other than through the Bankruptcy Court has entered an order in any failure of the Chapter 11 Cases appointing an examiner Company to comply with expanded powers or a trustee its obligations under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement) and the Company has not waived such condition on or before the Closing Date; (c) by Parent if (i) the Requisite Senior Note Holders, upon three Company's Board of Directors withdraws or modifies its recommendation of the Transactions (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline other than for the Amended Plan is purpose of accepting an Acquisition Proposal or by reason of Parent's failure to occur, or if the Confirmation Hearing is to commence within such periodcomply with its obligations under this Agreement), provided that with respect to Sections 7.1(c)(1(ii) and an Acquisition Proposal is accepted by the Company, (2), iii) the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating Company willfully breaches this Agreement, if: (1iv) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of Company's shareholders do not approve the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court Arrangement on or before May 12September 30, 2010 1999 or such later date as may be agreed to by (v) shareholders of the Requisite Senior Note Holders; Company owning more than five percent (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives5%) of their intention to do so; or (4) any court has entered a final, non-appealable judgment the Company Shares exercise Dissent Rights or order declaring this Agreement or any material portion hereof to be unenforceableother statutory appraisal rights; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder the Company (i) if Parent willfully breaches this Agreement remaining in full force and effect as among or Parent's Board of Directors withdraws or modifies its recommendation of the Debtors and Transactions (other than by reason of the other Consenting Senior Note Holdersfailure of the Company to comply with its obligations under this Agreement), or (ii) upon three (3x) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment determination of the Claims Company's Board of holders of Visteon Notes under Directors that an Acquisition Proposal constitutes a Superior Proposal, and (y) payment by the Amended Plan, in the form attached hereto as Company of the date amount set forth in Section 5.8(b) hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) by mutual consent of Parent and shall be terminated automatically the Company; or (f) by either Parent or the Company if the Equity Commitment Agreement Closing has been validly terminated, subject to, and in accordance with, not occurred (other than through the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant party seeking to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant terminate this Agreement to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment comply fully with its obligations under this Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below)on or before September 30, 1999, or have failed to obtain confirmation of such later date as the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planparties may agree upon.

Termination Events. (a) This Agreement may be terminatedterminated and the Transaction contemplated by this Agreement may be abandoned at any time prior to Closing: (ai) immediately upon the by mutual written agreement consent of the Debtors Parties; (ii) in accordance with clauses 4.2(b) and 6.4(a); (iii) by the Purchaser, if there has been a material breach of a Seller’s Warranty or any Seller’s Warranty shall have become untrue after the date of this Agreement and such breach is not curable or, if curable, is not cured within 10 Business Days after written notice thereof is given by the Purchaser to the Seller; (iv) by the Seller, if there has been a material breach of a Purchaser’s Warranty or any Purchaser’s Warranty shall have become untrue after the date of this Agreement and such breach is not curable or, if curable, is not cured within 10 Business Days after written notice thereof is given by the Seller to the Purchaser; (v) pursuant to clause 5.2; or (vi) by either the Purchaser or the Seller, if a meeting of the limited partners of the Seller to consider and vote upon a proposal to approve the sale of the Shares in the Agreed Terms shall have been held and completed and the Requisite Senior Note Holders to terminate this Agreement;approval of the sale of the Shares in the Agreed Terms by limited partners (other than ntl Fawnspring Limited and its Affiliates) holding a majority of the limited partnership interests of the Seller shall not have been obtained at the meeting or any adjournment or postponement thereof. (b) by any Upon termination of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: clauses 1, and 8.2 to 8.11 (1inclusive) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining shall remain in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a any termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not affect and be terminated pursuant without prejudice to any rights or liabilities that have accrued under this Section 7.1(e)(2) in the event of Agreement prior to such termination or under any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant provision which is expressly stated not to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for be affected by such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plantermination.

Termination Events. This Agreement may be terminatedThe occurrence of any one or more of the ------------------ following events shall constitute a Termination Event: (a) immediately upon (i) the written Transferor, the Collection Agent or CompuCom shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (ii) of this Section 7.1(a) or the Debtors covenant set forth in Section 5.1(k)) and such failure shall remain unremedied for ten (10) days, or (ii) the Requisite Senior Note Holders Collection Agent shall fail to terminate this Agreement;make any payment or deposit to be made by it hereunder or under any other document delivered pursuant hereto when due or the Collection Agent shall fail to observe or perform any term, covenant or agreement on the Collection Agent's part to be performed under Section 2.8(b) hereof; or (b) any representation, warranty, certification or statement made by any either of the Debtors Transferor, the Collection Agent or the Requisite Senior Note Holders upon three CompuCom in this Agreement or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made (3) Business Days’ written notice to each of the other Parties; provided that any -------- such notice is delivered in accordance breach with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted respect to a case under Chapter 7 of Receivable shall not constitute a Termination Event hereunder if such breach shall have been cured by the Bankruptcy CodeTransferor pursuant to Section 2.9 or 8.4); or (2c) either of the Bankruptcy Court has entered an order Transferor or CompuCom shall default in the performance of any payment or undertaking (other than those covered by clause (a) above) or to be performed or observed under any other provision hereof or in the Receivables Purchase Agreement or under any other document delivered pursuant hereto or thereto; or (d) failure of either of the Transferor or CompuCom, as initial Collection Agent, or any of their Subsidiaries to pay when due any amounts due under any agreement under which any Indebtedness greater than $10,000,000 is governed; or the default by either of the Transferor or CompuCom or any of their Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any Indebtedness greater than $10,000,000 was created or is governed, regardless of the Chapter 11 Cases appointing whether such event is an examiner with expanded powers "event of default" or "default" under any such agreement; or any Indebtedness greater than $10,000,000 shall be declared to be due and payable or required to be prepaid (other than by a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant regularly scheduled payment) prior to the motion date of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement;maturity thereof; or (ce) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that any Event of Bankruptcy shall occur with respect to Sections 7.1(c)(1) and (2)the Transferor, the Requisite Senior Note Holders shall not be permitted to terminate this Agreement ifCollection Agent, prior to CompuCom or any Subsidiary of either the delivery of such noticeTransferor, the Debtors Collection Agent or CompuCom; or (f) the Transferor shall, for any reason, fail to have a valid ownership interest in the Receivables and the Related Security and Collections with respect thereto; or (g) either CompuCom or the Transferor shall enter into any transaction or merger whereby it is not the surviving entity; or (h) there shall have filed occurred and be continuing any event or condition which materially affects the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below thatTransferor's, without CompuCom's or the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) Collection Agent's ability to either collect the Debtors fail to file a motion seeking authority Receivables or to perform under this Agreement within seven (7) days of or the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do soReceivables Purchase Agreement; or (4i) any court the Liquidity Provider or the Credit Support Provider shall have given notice that an event of default has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable;occurred and is continuing under its agreements with the Company; or (dj) the Commercial Paper issued by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force the Company shall not be rated at least "A-2" by Standard & Poor's and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder;at least "P-2" by Moody's; or (ei) and the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment on the next day, bringing the Percentage Factor to less than or equal to 98% or (ii) the Percentage Factor equals or exceeds 100% at any time or (iii) the Receivables Purchase Agreement shall be have terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i8.1 thereof; or (l) the Dilution Ratio averaged for any three-month period exceeds 7%; or (m) the Loss to Liquidation Ratio averaged for any three-month period exceeds 1.50%; or (n) the Delinquency Ratio averaged for any three-month period exceeds 15.0%; or (o) CompuCom's Leverage Ratio (as such term is defined in Exhibit N herein) exceeds (i) 4.25 to 1 at the end of any fiscal quarter ending prior to and including December 31, 2000 and (ii) 3.75 to 1 at the end of any fiscal quarter thereafter; or (p) CompuCom's Fixed Charge Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.25 to 1 at the end of any fiscal quarter; or (q) CompuCom's Tangible Net Worth (as such term is defined in Exhibit N herein) falls below an amount equal to the sum of (i) $130,000,000, plus (ii) 75% of cumulative Net Income (as such term is defined in Exhibit N herein) for the period from, but not including March 31, 1997 through the date of calculation (but excluding from the calculation of such cumulative Net Income the effect, if any, of any fiscal quarter (or portion of a fiscal quarter not then ended) of CompuCom for which Net Income was a negative number), plus (iii) 75% of the Net Cash Proceeds (as such term is defined in Exhibit N herein) received by CompuCom as a result of any offering of Equity Commitment Agreement;(as such term is defined in Exhibit N herein) or pursuant to any conversion or exchange of convertible Indebtedness (as such term is defined in Exhibit N herein) or preferred Capital Stock (as such term is defined in Exhibit N herein) or into common Capital Stock of CompuCom, plus (iv) an amount equal to the net worth of any Person (as such term is defined in Exhibit N herein) that becomes a Subsidiary (as such term is defined in Exhibit N herein) of CompuCom or is merged into or consolidated with CompuCom or any Subsidiary of CompuCom or substantially all of the assets of which are acquired by CompuCom or any Subsidiary of CompuCom to the extent the purchase price paid therefor is paid in equity securities of CompuCom or any Subsidiary of CompuCom; or (2r) CompuCom's Asset Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.10 to 1 at the end of any fiscal quarter; or (s) CompuCom's ratio of Funded Debt (as such term is defined in Exhibit N herein) to Capital (as such term is defined in Exhibit N herein) exceeds 0.65 to 1 at the end of any fiscal quarter; or (t) if all or any part of the capital stock of the Transferor held (beneficially or otherwise) by Requisite Investors pursuant to Section 10.1(c)(iv) of CompuCom or the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date Subordinated Note (as defined in the Equity Commitment Receivables Purchase Agreement) pursuant shall be pledged or otherwise be subject to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined a security interest in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result favor of any breach Person, and NationsBank of Texas, N.A. or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant such other Person shall commence any action to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), foreclose on any such pledge or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plansecurity interest.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminatedterminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Seller and the Requisite Senior Note Holders to terminate this AgreementBuyer; (b) by any of the Debtors either Seller or the Requisite Senior Note Holders upon three (3) Business Days’ Buyer by giving written notice to each of the other Parties; provided Party if the Closing shall not have occurred by the date that such notice is delivered in accordance with Section 8.11 hereof one hundred eighty (180) days after the date of this Agreement (the “Termination Date”), unless extended by written agreement of Seller and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeBuyer; provided, howeverhowever that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Authority (including, solely for the purposes of this Section 9.1(b), Consents from the U.S. Department of Energy) required under Section 6.4, the Termination Date shall be automatically extended for an additional sixty (60) days; provided further that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAgreement under this subsection (b) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ either Seller or Buyer by giving written notice to the Debtors (other Party if such other Party has breached its covenants, agreements or such lesser time if the voting deadline for the Amended Plan is other obligations hereunder in a manner that would reasonably be expected to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery cause any condition of such notice, the Debtors shall have filed the relevant document(s) Party giving notice set forth in Sections 7.1(c)(1) and/or Article VII not to be satisfied and, except in the case of a breach of Buyer’s obligation to effect the Closing and pay the Purchase Price in accordance with the terms of Article II, such breach either is not capable of being cured or has not been cured within the earlier of thirty (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (730) days of the date hereof; (2) the Debtors have not filed the Amended Plan after written notification thereof and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to Termination Date by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableParty seeking termination hereunder; (d) by each Consenting Senior Note Holdereither Seller or Buyer by giving written notice to the other Party if any Governmental Authority shall have issued an order, but solely with respect decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall not be subject to such Consenting Senior Note Holder (appeal or shall have become final and unappealable; provided, that the right to terminate this Agreement remaining under this subsection (d) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; or (e) by Seller if (i) all the conditions set forth in full force Section 7.1 and effect as among Section 7.3 and have been satisfied (and continue to be satisfied) or irrevocably waived (other than any such conditions which by their terms are not capable of being satisfied until the Debtors Closing Date) and (ii) the other Consenting Senior Note Holders) upon Buyer does not consummate the transactions contemplated hereby within three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment Days of the Claims of holders of Visteon Notes under day the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder Closing is required to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors occur pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan2.5.

Termination Events. (a) This Agreement may may, by written notice given prior to or at the Closing, be terminated: (ai) immediately upon (A) by the written agreement Buyer if a material breach of any provision of this Agreement has been committed by the Debtors Seller and such breach has not been waived or (B) by the Requisite Senior Note Holders to Seller if a material breach of any provision of this Agreement has been committed by the Buyer and such breach has not been waived; provided, that if such breach is capable of being cured a party may not terminate this AgreementAgreement under this Section 8.1(a) until a period of thirty (30) days has expired from the date of notice of such breach without such breach having been cured; (bii) (A) by the Buyer if satisfaction of any of the Debtors conditions in Article VI is or becomes impossible (other than through the Requisite Senior Note Holders upon three (3material breach by the Buyer of its obligations under this Agreement) Business Days’ written notice to each of and the other Parties; provided that Buyer has not waived such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) condition or (2B) below, if: (1) by the Seller if satisfaction of any of the Chapter 11 Cases are dismissed conditions in Article VII is or converted to a case becomes impossible (other than through the material breach by the Seller of its obligations under Chapter 7 this Agreement) and the Seller has not waived such condition; (iii) by written mutual consent of the Bankruptcy CodeBuyer and the Seller; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (civ) by the Requisite Senior Note Holders, upon three Seller (3other than through the breach of the Seller of its obligations under this Agreement) Business Days’ written notice to or the Debtors Buyer (or such lesser time other than through the breach by the Buyer of its obligations under this Agreement) if the voting deadline for the Amended Plan is to occur, Closing has not occurred on or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and before one hundred fifty (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7150) days of after the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as the Buyer and the Seller may be agreed to by the Requisite Senior Note Holders;agree. (3b) If GSE Approval is not obtained, the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors Buyer and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to Seller shall take the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition actions set forth in Section 8.1(l) 2.6, including to enter into an agreement terminating this Agreement and the Transaction Documents, which agreement shall set forth the rights and obligations of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planparties after termination.

Termination Events. This Agreement may be terminatedterminated at any time prior to the Closing Date, whether before or after the Surviving Company Shareholder Approval and Seller Shareholder have been obtained: (a) immediately upon the by mutual written agreement consent of the Debtors Seller and the Requisite Senior Note Holders Surviving Company; (b) by either Seller or the Surviving Company: (i) if, upon a vote at a duly held Surviving Company Shareholders Meeting or any adjournment thereof at which the Surviving Company Shareholder Approval shall have been voted upon, the Surviving Company Shareholder Approval shall not have been obtained; (ii) if, upon a vote at a duly held Seller Shareholders Meeting or any adjournment thereof at which Seller Shareholder Approval shall have been voted upon, Seller Shareholder Approval shall not have been obtained; (iii) if the Sale shall not have been consummated on or before December 31, 1999, unless the failure to consummate the Sale is the result of a material breach of this Agreement by the party seeking to terminate this Agreement; (biv) by if any of Governmental Entity shall have issued an order, injunction, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Debtors Sale and such order, injunction, decree, ruling or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof action shall have become final and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Codenonappealable; or (2v) in the Bankruptcy Court event of a material breach by the other party of any representation, warranty, covenant or other agreement contained in this Agreement that cannot be or has entered an order in any not been cured within 30 days after the giving of written notice to the Chapter 11 Cases appointing an examiner with expanded powers or breaching party of such breach (a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, "Material Breach") (provided that the appointment terminating party is not then in Material Breach of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2any representation, 2010 shall not give rise to a right to terminate warranty, covenant or other agreement contained in this Agreement;); or (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) Surviving Company in the event of any extension material breach by any Principal Seller Shareholder of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) terms of the Equity Commitment Seller Shareholders' Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement Except upon expiration of the term of an SLA or as otherwise provided in this MLA, as applicable, a Party may be terminatedonly terminate an SLA as follows: (ai) immediately upon If an SLA has been executed prior to issuance of a Notice to Proceed, and LICENSOR does not approve the written agreement installation of the Debtors proposed equipment and improvements, LICENSEE may terminate the Requisite Senior Note Holders to terminate this AgreementSLA without penalty or further liability; (bii) by any of the Debtors LICENSEE may terminate an SLA without penalty or the Requisite Senior Note Holders further liability, immediately upon three (3) Business Days’ written notice to each LICENSOR that; (w) any applications for Governmental Approvals have been, or are likely to be, rejected or are unacceptable, (x) LICENSEE has determined in its sole discretion that one or more Governmental Approvals may not be obtained in a timely manner, or (y) a Governmental Approval issued to LICENSEE has been canceled, has expired, has lapsed or is otherwise withdrawn or terminated by a governmental authority, provided, however, with respect to any Committed Site, if a Governmental Approval or application for a Governmental Approval expired or is delayed, denied, canceled or rejected primarily as a result of the other Parties; provided negligence, fault, action or inaction of LICENSEE (or its agents, contractors or employees), then LICENSEE shall pay LICENSOR an amount equal to the total License Fees owed between the date of termination of such SLA and the end of the then-current term, and provided, further, that LICENSEE will not be required to pay LICENSOR a termination fee under this Section 20(a)(ii) for any Committed Site if a Governmental Approval for such notice Committed Site is delivered lost, canceled or withdrawn as a result of LICENSEE not agreeing, in its sole reasonable discretion, to any unreasonable conditions imposed by a governmental authority after the Effective Date; (iii) In accordance with Section 8.11 hereof and received not more than ten (10) Business Days following 17 of this MLA in the occurrence event of any event described in clause (1) damage or (2) below, if:destruction; (1iv) any In accordance with Section 18 of this MLA in the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 event of the Bankruptcy Codecondemnation; or (2v) the Bankruptcy Court has entered an order in any In accordance with Section 22 of the Chapter 11 Cases appointing an examiner with expanded powers this MLA for default by LICENSEE or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do soLICENSOR; or (4vi) LICENSEE may terminate any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; SLA for convenience after the expiration of its Initial SLA Term by providing LICENSOR at least one hundred eighty (d180) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Daysdays’ prior written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding paying a termination of fee equal to twelve (12) months’ License Fee at the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)then current rate; provided, however, that this Agreement shall termination right will not be terminated pursuant apply to this Section 7.1(e)(2Committed Sites during their initial fifteen (15) in year term from the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanEffective Date.

Termination Events. This Agreement may be terminated: (a) immediately Subject to Section 4(d), this Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the written agreement occurrence of any of the Debtors following (each, an “Automatic Termination Event”): (i) the failure of the Company to consummate the Exchange Offer by May 30, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days (such date, as so extended if applicable, the “Expiration Date”); (ii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; or (iii) by the mutual written consent of the Company and the Requisite Senior Note Holders Noteholders. (b) Subject to Section 4(d), the Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Consenting Noteholder Termination Event”): (i) the Company fails to comply with any of its agreements or covenants under the Interest Deferral Agreement or breaches any representation or warranty of the Company set forth in the Interest Deferral Agreement; (ii) the shareholders of the Company do not approve the Exchange Offer and the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or before March 15, 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have been agreed to by the Company and each creditor under such Other Indebtedness on or before the consummation of the Recapitalization; (iv) the Company does not launch the Exchange Offer on or before April 29, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days; (v) the occurrence of an Event of Default (as defined in the Indenture) pursuant to the terms of the Indenture (as in effect on the date hereof), other than an Event of Default related to the Payment Deferral; (vi) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Recapitalization beyond the Expiration Date; (vii) a breach by the Company of any of its agreements or covenants in this Agreement or breaches any representation and warranty of the Company in this Agreement; (bviii) by the Company publicly announces its intention not to comply with the terms of this Agreement; (ix) the Interest Deferral Agreement is terminated according to its terms; or (x) the occurrence of (i) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (ii) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (iii) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (iv) any material adverse change in any of the Debtors or rights and remedies of the Requisite Senior Note Holders Consenting Noteholders under this Agreement. (c) Subject to Section 4(d), the Company shall have the right, but not the obligation, upon three (3) five Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following Consenting Noteholders, to terminate this Agreement upon the occurrence of any event described in clause of the following (1) or (2) beloweach, if:a “Company Termination Event”): (1i) any a material breach by one or more Consenting Noteholders of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codethis Agreement; provided, however, that the appointment of an examiner pursuant to the motion extent that non-breaching Consenting Noteholders party to this Agreement continue to be the beneficial owners of that certain ad hoc committee at least 85% of equityholders as filed with the Bankruptcy Court on April 2aggregate principal amount of the Notes, 2010 shall not give rise to a right to the Company may only terminate this AgreementAgreement with respect to the breaching Consenting Noteholder(s); (cii) by other than the Requisite Senior Note Holders, upon three (3) Business Days’ written notice customary process to obtain the Debtors (or such lesser time if the voting deadline CNV’s approval for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2)Recapitalization, the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days consummation of the date hereof; (2) Recapitalization beyond the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do soExpiration Date; or (4iii) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof the failure of the conditions set forth in clause (i) under the caption “Conditions” in Exhibit A hereto to be unenforceable;satisfied within 45 calendar days after the date the Exchange Offer is launched by the Company. (d) by each Consenting Senior Note HolderUpon the earlier of the occurrence of the Termination Date or the consummation of the Exchange Offer, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate, and be of no further force and effect as among effect; provided that the Debtors and the other Consenting Senior Note Holdersprovisions of Sections 2(j), 2(k), 2(l) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plansolely, in the form attached hereto as case of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (eSection 2(k) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated2(l), subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension consummation of the Outside Date Exchange Offer), 8, 10, 11 and 12, and the obligations of the Parties with respect thereto, shall survive any such termination until such provisions are terminated by mutual written agreement of the Parties. For purposes of this Agreement, “Termination Date” means the earlier of (as defined in i) the Equity Commitment Agreement) pursuant to clause (A) date on which an Automatic Termination Event occurs or (Bii) of Section 10.1(b)(iii) of on the Equity Commitment Agreement, if, fifth Business Day following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated delivery of a notice by the Requisite Investors Noteholders pursuant to Section 10.1(c)(iv4(b) of the Equity Commitment Agreement as a result of any breach (Consenting Noteholder Termination Event) or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors Company pursuant to Section 10.1(c)(vi4(c) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliverCompany Termination Event); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Anything contained in this Agreement to the contrary notwithstanding (other than as provided in the last sentence of this Section 11.1), this Agreement may be terminatedterminated at any time prior to the Closing Date: (a) immediately upon the by mutual written agreement consent of the Debtors Sellers and the Requisite Senior Note Holders to terminate this Agreement;Buyer; or (b) by either Sellers or Buyer: (i) if the Bankruptcy Court rules that it does not approve this Agreement for any reason or if a Governmental Authority issues a final, non-appealable ruling or Final Order permanently prohibiting the transactions contemplated hereby, provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b)(i) shall not be available to any Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in such ruling or Order; (ii) if the Debtors Closing shall not have occurred by the close of business on May 26, 2017 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b)(ii) shall not be available to any Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in the Requisite Senior Note Holders upon three failure of the Closing to be consummated by such time; (iii) if (A) the Sale Hearing is not held on or before May 5, 2017; provided, however, if the Sale Hearing is delayed due to the Bankruptcy Court’s unavailability, the next Business Day on which the Bankruptcy Court is available, or (B) the Bankruptcy Court has not entered the Sale Order on or before May 8, 2017; provided, however, if approval of the Sale Order is delayed due to the Xxxxxxxxxx Xxxxx’s unavailability, the next Business Day on which the Bankruptcy Court is available; (iv) if the Sale Order is vacated; or (v) if Sellers (A) file any stand-alone plan of reorganization or liquidation that does not contemplate, the implementation or consummation of, the transactions provided for in this Agreement or (B) consummate an Alternative Transaction, including without limitation the transfer of the Acquired Assets to the Successful Bidder; or (c) by Buyer: (i) in the event of any breach by any Seller of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article IX to be satisfied, and the failure of Sellers to cure such breach by the earlier of (A) the Outside Date and (B) the date that is fifteen (15) days after receipt of the Buyer Termination Notice; provided, however, that (1) Buyer is not in breach of any of its representations, warranties, covenants or agreements contained herein in a manner that would result in the failure of a condition set forth in Article X to be satisfied, (2) Buyer notifies Sellers in writing (the “Buyer Termination Notice”) of its intention to exercise its rights under this Section 11.1(c)(i) as a result of the breach, and (3) Business Days’ written notice to each Buyer specifies in the Buyer Termination Notice the representation, warranty, covenant or agreement contained herein of the other Parties; provided that such notice is delivered which Sellers are allegedly in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if:breach; (1ii) any of if the Chapter 11 Cases are Bankruptcy Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy CodeCode and neither such dismissal nor conversion expressly contemplates the consummation of the transactions provided for in this Agreement; or (2iii) if any conditions to the obligations of Buyer set forth in Article IX shall have become incapable of fulfillment other than as a result of a breach by Buyer of any covenant or agreement contained in this Agreement; or (d) by Sellers: (i) except as provided in Section 11.1(d)(ii), in the event of any breach by Buyer of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article X to be satisfied, and the failure of Buyer to cure such breach by the earlier of (A) the Bankruptcy Court has entered an order in any Outside Date and (B) the date that is fifteen (15) days after receipt of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeSellers Termination Notice; provided, however, that Sellers (1) are not themselves in material breach of any of their representations, warranties, covenants or agreements contained herein, (2) notify Buyer in writing (the appointment “Sellers Termination Notice”) of an examiner pursuant their intention to exercise their rights under this Section 11.1(d)(i) as a result of the breach, and (3) specify in the Sellers Termination Notice the representation, warranty, covenant or agreement contained herein of which Buyer is allegedly in breach; or (ii) if the Sale Order with respect to the motion of transactions contemplated by this Agreement has been entered and is not subject to any stay on enforcement and (A) Sellers have provided Buyer with written notice that certain ad hoc committee of equityholders as filed with they are prepared to consummate the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate transactions contemplated by this Agreement; , (cB) the conditions to Closing in Article IX have been satisfied (or waived by Buyer), other than those conditions that by their nature can only be satisfied at Closing, and (C) the Requisite Senior Note Holders, upon Closing Date does not occur within three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that Days of Sellers providing Buyer with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may be terminatedterminated and abandoned at any time prior to the Closing: 7.1.1 by the mutual written consent of HBR and IWRA; 7.1.2 by HBR at any time on or before the Due Diligence Termination Date if HBR determines in its reasonable discretion that, as a result of items disclosed in the final Phase I Report which were not previously disclosed to HBR in the draft Phase I Environmental Site Assessment, dated August 25, 1999, prepared by Terracon and in that certain update letter thereto, dated August 26, 1999, each delivered to HBR on August 26, 1999, all or any portion of the Property is not acceptable to HBR, in which case (a) immediately upon IWRA shall pay the written agreement cancellation charges, if any, of the Debtors Escrow Agent and the Requisite Senior Note Holders to terminate this Agreement; Title Company and (b) IWRA shall reimburse HBR for its reasonable out-of pocket costs and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred in connection with the negotiation of the transaction contemplated by this Agreement and HBR's due diligence efforts; PROVIDED that the amount of such reimbursement shall not exceed $150,000; 7.1.3 by HBR or IWRA if (i) any Governmental Authority, the consent of which is a condition to the obligations of HBR and IWRA to consummate any of the Debtors transactions contemplated by this Agreement, the Lease, the Management Agreement or the Requisite Senior Note Holders upon three Sponsorship Agreement, shall have determined not to grant its consent and all appeals of such determination shall have been taken and have been unsuccessful, or (3ii) Business Days’ written notice to each any court of competent jurisdiction shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting all of the transactions contemplated by this Agreement, the Lease or the Management Agreement, and such order, judgment or decree shall have become final and nonappealable; 7.1.4 by HBR or IWRA if a Governmental Authority has required a change to be made to this Agreement, the Lease, the Management Agreement and/or the transactions contemplated by such documents, and either party, after prompt and diligent negotiations held in good faith with the other Parties; provided party shall have determined that any required changes will cause such notice is delivered in accordance with Section 8.11 hereof and received not party to suffer economic detriment of more than $50,000 and such party's business objectives and economic position as contemplated herein and in the Lease and the Management Agreement cannot be preserved; 7.1.5 by HBR if, on the advice of its counsel, it determines that there is a reasonable likelihood that approval of the transactions contemplated in this Agreement, the Lease and the Management Agreement will not be granted by the applicable Governmental Authorities within sixty (60) days of HBR's first submission of filings under the HSR Act; 7.1.6 by HBR if there has been a material breach by IWRA of any representation, warranty, covenant or agreement set forth in this Agreement, which breach has not been cured within ten (10) Business Days following receipt by the occurrence breaching party of notice of such breach, in which case IWRA shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.7 by IWRA if there has been a material breach by HBR of any event described representation, warranty, covenant or agreement set forth in clause this Agreement, which breach has not been cured within ten (110) Business Days following receipt by the breaching party of notice of such breach, in which case HBR shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.8 by HBR pursuant to the terms of Section 4.2.3, Section 6.2, or (2) belowArticle 13; 7.1.9 by IWRA pursuant to the terms of Section 6.4; and 7.1.10 by HBR or IWRA if the Closing has not occurred by March 31, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code2000; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (ci) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders HBR shall not be permitted entitled to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(27.1.10 if a knowing or willful breach of this Agreement by HBR has prevented the Closing from occurring by such date, and (ii) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) IWRA shall not be entitled to terminate this Agreement pursuant to clause (A) this Section 7.1.10 if a knowing or (B) willful breach of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment this Agreement by IWRA has prevented the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) Closing from occurring by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plandate.

Termination Events. This Agreement may be terminated: (a) immediately This Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the written agreement occurrence of any of the Debtors following (each, an “Automatic Termination Event”): (i) the Expiration Date; (ii) the RSA is terminated according to its terms; (iii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; (iv) by the mutual written consent of the Company and the Requisite Senior Note Holders Noteholders; or (v) if the Class A Preferred Offering and the Class B Exchange Offer are not consummated on or before December 31, 2019. (b) The Requisite Noteholders, or, in the case of clauses (i), (iii) and (viii) below, the Deferring Noteholders that are holders of at least 40% of the aggregate principal amount of the Notes held by the Deferring Noteholders, shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Deferring Noteholder Termination Event”): (i) the board of directors of the Company does not unconditionally approve this Agreement on or before August 8, 2019; (ii) DTC has not received from DTC participants effective instructions to suppress the Deferred Interest Payments with respect to at least 80% of the aggregate principal amount of the Notes on or before August 15, 2019; (iii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and the issuance of the preferred shares contemplated thereby in accordance with applicable law and the Company’s estatuto social on or before September 16, 2019; (iv) a breach by Company of any of its agreements, covenants, representations or warranties in this Agreement; (bv) the occurrence of an Event of Default pursuant to the terms of the Indenture, other than an Event of Default related to the Payment Deferral; (vi) the RSA is not entered into by the Company as of the date of this Agreement; (vii) the breach by the Company of the RSA; (viii) (A) the Company does not launch the Class B Exchange Offer on or before October 7, 2019; provided that, to the extent the Company has previously submitted the Offering Documents (as such term is defined in the RSA) to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Deferring Noteholders) extend, one time only, such date by no more than 30 calendar days; or (B) the Company does not launch the Class A Preferred Offering, the Common Shares Exchange Offer and the Preemptive Rights Offerings on or before the date that is 10 Business Days after the date the Class B Exchange Offer is launched; (ix) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of any of the Debtors Class A Preferred Offering, the Class B Exchange Offer, the Preemptive Rights Offerings or the Requisite Senior Note Holders Consent Solicitation beyond the Expiration Date; (x) the Company publicly announces its intention not to comply with the terms of this Agreement; (xi) one or more judgments or orders for the payment of money exceeding in the aggregate US$1.0 million (or its equivalent in other currencies) is rendered against the Company by a judicial Authority and any such judgments or decrees are not satisfied, vacated, discharged or stayed or bonded pending appeal within 30 days after the entry thereof; (xii) any administrative or judicial Authority imposes or executes an embargo or similar proceedings against the Company’s assets for an amount in excess of US$1.0 million (or its equivalent in other currencies) and it is not vacated or stayed during the following 30 days; (xiii) the Company or any of its Subsidiaries fails to pay any Indebtedness or breaches any of its obligations under any agreement pursuant to which any of the Company’s or any Subsidiary of the Company’s outstanding Indebtedness was incurred for an amount in excess of US$1.0 million (or its equivalent in other currencies) and such failure to pay or breach results in the acceleration of such Indebtedness; or (xiv) the occurrence after the date of this Agreement of (A) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (B) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (C) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (D) any material adverse change in any of the rights and remedies of the Deferring Noteholders under this Agreement or the Indenture. (c) The Company shall have the right, but not the obligation, upon three (3) five Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following Requisite Noteholders, to terminate this Agreement upon the occurrence of any event described in clause of the following (1) or (2) beloweach, if:a “Company Termination Event”): (1i) any a material breach by one or more Deferring Noteholders of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codethis Agreement; provided, however, that the appointment of an examiner pursuant to the motion extent that non-breaching Deferring Noteholders party to this Agreement continue to be the beneficial owners of that certain ad hoc committee at least 85% of equityholders as filed with the Bankruptcy Court on April 2aggregate principal amount of the Notes, 2010 shall not give rise to a right to the Company may only terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that Agreement with respect to Sections 7.1(c)(1the breaching Deferring Noteholder(s) and (2which shall, by itself, not constitute a Company Termination Event), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4ii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by any Authority or any court has entered a final, non-appealable judgment of competent jurisdiction of any ruling or order declaring this Agreement that prevents or any material portion hereof to be unenforceable;delays the consummation of the Recapitalization beyond the Expiration Date. (d) by each Consenting Senior Note HolderUpon the occurrence of the Termination Date, but solely with respect to such Consenting Senior Note Holder (i) other than Sections 2(k), 10, 11(e), 11(f), 11(g) and 11(l) hereof, this Agreement remaining in full shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate, and be of no further force and effect as among and (ii) the Debtors and the Deferred Interest Payments, together with any other Consenting Senior Note Holders) upon three (3) Business Days’ written notice amounts related to the Debtors (or such lesser time if Payment Deferral due and payable pursuant the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment terms of the Claims Indenture, shall immediately become due and payable. For purposes of holders this Agreement, “Termination Date” means the earlier of Visteon Notes under the Amended Plan, in the form attached hereto as of (i) the date hereof, that has been effected without on which an Automatic Termination Event occurs or (ii) on the prior written consent fifth Business Day following the delivery of such Consenting Senior Note Holder; (e) and shall be terminated automatically if a notice by the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors Noteholders pursuant to Section 10.1(c)(i4(b) of hereof (Deferring Noteholder Termination Event) or by the Equity Commitment Agreement; (2) by Requisite Investors Company pursuant to Section 10.1(c)(iv4(c) of the Equity Commitment Agreement hereof (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any InvestorCompany Termination Event); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Agreement may may, by written notice given prior to or at the Closing, be terminated: (a) immediately upon the written agreement 11.1.1 By mutual consent of the Debtors Acquiror and the Requisite Senior Note Holders to terminate this AgreementShareholders (acting jointly); (b) by 11.1.2 By the Acquiror, if any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each conditions in Section 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other Partiesthan through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2ii) belowby the Shareholders (acting jointly), if: (1) if any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 conditions in Section 10 has not been satisfied as of the Bankruptcy Code; orClosing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 By either the Acquiror or the Shareholders (2) acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the Bankruptcy Court has entered an order in any consummation of the Chapter 11 Cases appointing an examiner with expanded powers transactions contemplated hereby; 11.1.4 By the Acquiror, if, prior to the Closing Date, the Company or a trustee under chapter 7 any Shareholder is in material breach of any representation, warranty, covenant or chapter 11 agreement herein contained and such breach shall not be cured within 10 days of the Bankruptcy Codedate of notice of default served by the Acquiror claiming such breach; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice Agreement pursuant to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders this Section 11.1.5 shall not be permitted available to terminate the Acquiror if the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.5 By the Shareholders (acting jointly), if, prior to the delivery of such noticeClosing Date, the Debtors Acquiror is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement not be cured within seven (7) 10 days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to of notice of default served by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to Shareholders claiming such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)breach; provided, however, that the right to terminate this Agreement shall not be terminated pursuant to this Section 7.1(e)(211.1.6 shall not be available to the Shareholders (acting jointly) if any Shareholder is in material breach of this Agreement at the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior time notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plantermination is delivered.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminatedterminated and the transactions contemplated herein may be abandoned: (a) immediately upon the written agreement by mutual consent of the Debtors and the Requisite Senior Note Holders to terminate this Agreementparties hereto; (b) after six months from the date hereof by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written party by notice to each of the other Parties; provided that party if the Closing shall not have been consummated on or prior to such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codedate; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement under this Section 10.1(b) shall not be available if such failure to consummate the Closing results primarily from a breach by the terminating party of any representation, warranty or covenant contained in this Agreement; (c) by the Requisite Senior Note Holders, Purchaser upon three (3) Business Days’ written notice to Seller if any event occurs or condition exists that would render impossible the Debtors (satisfaction of one or such lesser time if more conditions to the voting deadline for obligations of Purchaser to consummate the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate Closing contemplated by this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) as set forth in Sections 7.1(c)(1) and/or Article VII (2) below that, without the occurrence other than as a result of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under breach of this Agreement within seven (7) days of the date hereof; (2) the Debtors have by Purchaser), and Purchaser has not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or waived such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceablecondition; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) Seller upon three (3) Business Days’ written notice to Purchaser if any event occurs or condition exists that would render impossible the Debtors (satisfaction of one or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification more conditions to the treatment obligations of Seller to consummate the Claims Closing contemplated by this Agreement as set forth in Article VII (other than as a result of holders a breach of Visteon Notes under the Amended Planthis Agreement by Seller), in the form attached hereto as of the date hereof, that and Seller has been effected without the prior written consent of not waived such Consenting Senior Note Holder;condition; or (e) and shall be terminated automatically by any party, if a final order, decree or ruling enjoining or otherwise prohibiting any of the Equity Commitment transactions contemplated by this Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings issued by (as defined below): (1i) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement any federal or state court in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) United States having jurisdiction or (Bii) of Section 10.1(b)(iii) of the Equity Commitment Agreementany similar court or Governmental Authority (unless such order, ifdecree or ruling has been withdrawn, following the date that would reversed or otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so delivermade inapplicable); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan.

Termination Events. This Notwithstanding anything herein to the contrary, this Agreement may be terminatedterminated at any time prior to the Closing: (a) immediately upon the by mutual written agreement of the Debtors REC and the Requisite Senior Note Holders to terminate this AgreementBuyer; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice of either REC or Buyer to each of the such other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, Party if: (i) the Closing has not occurred by the close of business on November 1) any of , 2018 (the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code“Outside Date”); or (2ii) there is in effect a final and non-appealable Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the Bankruptcy Court has entered an order in any consummation of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate transactions contemplated by this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ Buyer by written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, REC if: (i) any condition to the obligations of Buyer set forth in Article 9 or Article 10 has become reasonably incapable of fulfillment and such condition is not waived in writing by Buyer; (ii) (A) any Seller is in breach of any representation or warranty or any covenant or agreement contained in this Agreement, the Bid Procedures Order and/or the Sale Order, (B) such breach would result in a failure of a condition set forth in Article 9 or Article 10 and (C) such breach has not been cured by the earlier of (1) twenty (20) Business Days after the Debtors fail giving of written notice by Buyer to file Sellers of such breach and (2) the Outside Date; (iii) any Seller files a motion seeking authority to perform have the Bankruptcy Court enter an Order dismissing, or converting the Bankruptcy Case into cases under this Agreement chapter 7 of the Bankruptcy Code or appointing a trustee in the Bankruptcy Case or appointing an examiner with enlarged power related to the operation of the Business (beyond those set forth in Section 1106(a)(3) or (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; (iv) the Sale Order is not entered by the Bankruptcy Court within seven thirty (730) days of the date hereofexecution of this Agreement by all Parties; (2v) the Debtors have not filed Sale Order is amended, modified, vacated, reversed, or terminated without the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided prior written notice to any Consenting Senior Note Holders (or any consent of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableBuyer; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ REC by written notice to the Debtors Buyer if: (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such periodi) following a material adverse change or modification any condition to the treatment obligations of Sellers set forth in Article 10 or Article 11 has become incapable of fulfillment and such condition is not waived in writing by Sellers; (A) Buyer breaches any representation or warranty or any covenant or agreement contained in this Agreement, (B) such breach would result in a failure of a condition set forth in Article 10 or Article 11 and (C) such breach has not been cured by the Claims earlier of holders (1) twenty (20) Business Days after the giving of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent notice by REC to Buyer of such Consenting Senior Note Holderbreach and (2) the Outside Date; (e) and shall be terminated automatically with no further action by any Party if the Equity Commitment Agreement has been validly terminatedBankruptcy Court shall have entered an order approving a Competing Bid as the Successful Bidder, subject to, and in accordance with, Buyer is the Debtors’ rights hereunder to commence the Expedited Proceedings Backup Bidder (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach Bid Procedures Order) and the transaction contemplated by any Investorsuch Competing Bid either (i) is thereafter consummated or (ii) has not terminated but has not yet been consummated by the date forty-five (45) days after the Sale Hearing (as defined in the Bid Procedures Order); provided, however, that no Party shall be entitled to terminate this Agreement shall not be terminated pursuant to this under Section 7.1(e)(212.1(b)(i), Section 12.1(c)(i), Section 12.1(c)(ii), or Section 12.1(d) in the event if such Party’s breach of any extension representations or warranties set forth herein or such Party’s breach of its covenants and agreements hereunder (or with respect to Sellers under the Bid Procedures Order and/or the Sale Order) causes any of the Outside Date (as defined in the Equity Commitment Agreement) pursuant conditions to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition Closing set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) Article 10 and/or Article 11 for a breach by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below)Sellers, or have failed Article 9 and/or Article 10, for a breach by Buyer, not to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plansatisfied.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Purchaser and the Requisite Senior Note Holders to terminate this AgreementSeller; (b) by written notice from the Seller to the Purchaser (a “Seller Notice”) or from the Purchaser to the Seller (a “Purchaser Notice”), as the case may be, if there has been a breach of any representation, warranty, covenant or agreement by the Company or Seller, in the case of a Purchaser Notice, or by the Debtors Purchaser, in the case of Seller Notice, or any such representation or warranty shall become untrue after the date hereof, and such breach is not curable or, if curable, is not cured within the earlier of (i) thirty(30) days after written notice thereof is given by the Purchaser or the Requisite Senior Note Holders upon three Seller, as applicable, and (3ii) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if:Expiration Date; (1c) any of the Chapter 11 Cases are dismissed or converted to by a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers Purchaser Notice or a trustee under chapter 7 Seller Notice, as the case may be, in the event the Closing has not occurred on or chapter 11 prior to April 15, 2020 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the Bankruptcy Codeparty seeking such termination; provided, however, that if Closing shall not have occurred due to a failure to satisfy the appointment closing condition contained in Section 7.4 (Consents) or Section 6.2 (HSR Act) hereof, the Purchaser shall be entitled, but not obligated, to extend the Expiration Date for up to sixty (60) days upon written notice of an examiner pursuant such extension to the motion of that certain ad hoc committee of equityholders as filed with Seller, which notice shall specify a new Expiration Date, which shall then be the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate Expiration Date for all purposes under this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note HolderPurchaser Notice, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among if between the Debtors date hereof and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (Closing, an event or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, condition occurs that has been effected without the prior written consent of such Consenting Senior Note Holder;or is reasonably likely to have a Material Adverse Effect; and (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement Purchaser Notice or Seller Notice in the event of a breach that any Governmental Body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by any Investor)this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors party so requesting termination shall have provided the Lead Investors (as defined used its commercially reasonable efforts, in the Equity Commitment Agreement) accordance with ten (10) Business Days’ prior notice of their intent Section 5.18, to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below)such order, decree, ruling or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planother action vacated.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated, and the Transaction may be abandoned at any time prior to the Closing solely in the following cases: (a) immediately upon the by mutual written agreement consent of the Debtors Seller and the Requisite Senior Note Holders to terminate this AgreementBuyer; (b) by any of the Debtors either Seller or the Requisite Senior Note Holders upon three (3) Business Days’ Buyer by giving written notice to each of the other Parties; provided Party if the Closing shall not have occurred by the date that such notice is delivered in accordance with Section 8.11 hereof nine (9) months after the date of this Agreement (the “Termination Date”), unless extended by written agreement of Seller and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeBuyer; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this AgreementAgreement under this Section 9.1(b) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the Transaction to be consummated by such date, and provided, further, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(b) if Seller has initiated proceedings prior to the Termination Date to specifically enforce this Agreement while such proceedings are still pending; (c) by Seller, if: (i) any of the Requisite Senior Note Holders, upon three (3) Business Days’ written notice representations and warranties of Buyer contained in Article V shall fail to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occurbe true and correct, or if the Confirmation Hearing is to commence within such period(ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case of clause (i) or (ii), provided that with respect to Sections 7.1(c)(1(1) would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), and (2)) which is not curable or, if curable, is not cured upon the Requisite Senior Note Holders shall occurrence of the earlier of (A) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (B) the day that is five (5) Business Days prior to the Termination Date; provided, that Seller may not be permitted to terminate this Agreement if, prior pursuant to the delivery this Section 9.1(c) if Seller is in material breach of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note HolderBuyer, but solely with respect if: (i) any of the representations and warranties of Seller contained in Article III or Article IV shall fail to such Consenting Senior Note Holder be true and correct, (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement remaining that, in full force either case of clause (i) or (ii), (1) would result in the failure of a condition set forth in Section 7.3(a) or Section 7.3(b), and effect as among (2) which is not curable or, if curable, is not cured upon the Debtors occurrence of the earlier of (A) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller, and (B) the day that is five (5) Business Days prior to the Termination Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 9.1(d) if Buyer is in material breach of this Agreement; (e) by either Seller or Buyer by giving written notice to the other Consenting Senior Note HoldersParty if following the date of this Agreement, any Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction, and such Law or Governmental Order shall not be subject to appeal or shall have become final and unappealable; provided, that the right to terminate this Agreement under this Section 9.1(e) upon shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, such issuance, enactment, entry, promulgation or enforcement; (f) by Seller if (i) all the conditions set forth in Section 7.1 and Section 7.3 have been satisfied (and continue to be satisfied) or irrevocably waived (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date), and (ii) Buyer does not consummate the Transaction within three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment Days of the Claims of holders of Visteon Notes under day the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderClosing is required to occur pursuant to Section 2.3; (eg) and shall be terminated automatically by Seller if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l7.3(d) of has not been satisfied by the Equity Commitment Agreement;date that is twenty (20) days from the date hereof; or (3h) by Requisite Investors pursuant Seller if China Three Gorges Corporation fails to Section 10.1(c)(vi) deliver the CTG Guarantee or the Standby Letter of the Equity Commitment Agreement; Credit (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (each as defined in the Equity Commitment AgreementLetter of Undertaking) with ten (10) Business Days’ prior notice of their intent within the applicable period pursuant to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation Section 3 of the Rights Offering Sub Plan following their exercise Letter of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanUndertaking.

Termination Events. This Agreement may be terminated: (a) immediately upon by either Purchaser or Sellers if a material breach of any provision of this Agreement has been committed by the written agreement other Party and such breach has not been waived or remedied by the defaulting party within thirty (30) days as of the Debtors and receipt of the Requisite Senior Note Holders relevant notice of breach by the other Party; provided that the right to terminate this AgreementAgreement pursuant to this Section 13.1(a) shall not be available to the Purchaser or Sellers, as applicable, at any time that such Party has violated, or is in breach of, any covenant, representation or warranty hereunder (and such violation or breach has not been waived by the other Party) such that the conditions set forth in Section 5.2 or Section 5.3, as applicable, are not satisfied; (b) at any time before the Closing Date, by any written agreement between the Purchaser and each of the Debtors Sellers; (c) by either the Purchaser, on the one hand, or each of the Requisite Senior Note Holders Sellers, on the other hand, upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 Party, if the Closing Date shall not have occurred within seven (7) months from the date hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“Closing Deadline”); provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (cAgreement under this Section 13.1(c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted available to terminate any Party whose failure to fulfill any obligation under this Agreement ifhas been the cause of, or resulted in, the failure of the Closing to be consummated on or prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do soClosing Deadline; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder the Sellers if (this Agreement remaining in full force and effect as among i) all the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition conditions set forth in Section 8.1(l5.3 have been satisfied, and (ii) the Purchaser fails to obtain the Debt Financing until the Closing Deadline. For the avoidance of doubt, Purchaser’s failure to close due to the unavailability of the Equity Commitment Agreement; Debt Financing (3or any alternative financing, as applicable) by Requisite Investors pursuant shall not be deemed to be a breach for purposes of Section 10.1(c)(vi13.1(a) of so long as the Equity Commitment Agreement; (4) by the Debtors pursuant to Purchaser has performed in all material respects its obligations under Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plan11.1.

Termination Events. This Subject to Section 7.1(b), this Agreement may may, by written notice given before the earlier of the Closing or any applicable cutoff date as specified below, be terminated: (a) immediately upon the written agreement by mutual consent of the Debtors Purchasers, on the one hand, and the Requisite Senior Note Holders to terminate this AgreementSeller Parties, on the other hand; (b) by the Seller Parties, on the one hand, or the Purchasers, on the other hand, if a Party fails to perform in a material respect any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case its obligations under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codethis Agreement; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 a breaching Party shall not give rise to a right be permitted to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (Purchasers for any reason on or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days earlier of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on MOFCOM Transfer Submission Date or before May 12September 30, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)2012; provided, however, that if the MOFCOM Transfer Submission is delayed by NeoStem as described in Section 5.1(i) such that the Submission Permission Date would be later than September 30, 2012, then the date by which the Purchasers may elect to terminate this Agreement shall not be terminated pursuant to this Section 7.1(e)(27.1(c) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated shall automatically be extended by the Requisite Investors pursuant to Section 10.1(c)(ivDelayed Submission Period. (d) of by the Equity Commitment Agreement Seller Parties, solely as a result of any breach or breaches of the Equity Commitment Agreement by Seller Parties selling the Debtors that would cause Erye Interest to a failure of any condition third party pursuant to terms and conditions superior to the terms and conditions as set forth in Section 8.1(l) this Agreement (the “Third Party Transaction”), if required, as consistent with the fiduciary duties of its board of directors, under Delaware law as supported by the opinion of the Equity Commitment Agreement; (3) by Requisite Investors Seller Parties’ legal counsel; provided, that if the Seller Parties terminate this Agreement pursuant to this Section 10.1(c)(vi) 7.1(d), the Seller Parties shall pay, prior to the effectiveness of the Equity Commitment Agreement; (4) by the Debtors termination pursuant to this Section 10.1(b)(ii) 7.1(d), a breakup fee to the Purchasers in the aggregate amount of Six Hundred and Fourteen Thousand US Dollars (US$614,000), being equal to 5% of the Equity Commitment Agreement, unless: Total Cash Purchase Price (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver“Break-up Fee”); (Be) by the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have Seller Parties if NeoStem has failed to obtain confirmation the NeoStem Shareholder Approval after using all reasonable efforts to satisfy the conditions of the Rights Offering Sub Plan following their exercise of such Plan Cure Rightsthis Agreement; and (Cf) following a failure by any Party, if any applicable Governmental Authority shall have enacted, issued, promulgated, enforced or entered any order, decree or ruling (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits the consummation of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanTransaction.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminatedterminated as follows: (a) immediately upon By Buyer with written notice to Sellers: (i) if Sellers have breached this Agreement such that the conditions set forth in Section 6.1 or 6.2 are incapable of being satisfied and Buyer has not waived such breach in writing or Sellers have not cured such breach within the lesser of (i) thirty (30) days and (ii) the number of days remaining before the Termination Date, after receipt of written agreement of the Debtors and the Requisite Senior Note Holders to terminate this Agreementnotice from Buyer asserting such breach; (bii) by if Sellers fail or refuse to close this Agreement and all conditions in Article 7 have been or would be satisfied at the Closing; (iii) if any condition in Article 6 has not been satisfied as of the Debtors Termination Date or the Requisite Senior Note Holders upon three satisfaction of such a condition by such date is or becomes impossible (3) Business Days’ written notice to other than, in each case, primarily as a result of the other Parties; provided that failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such notice is delivered condition in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Codewriting; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for sole condition in Article 6 that has not been satisfied as of the Amended Plan Termination Date is to occurSection 6.4, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall then Buyer may not be permitted to terminate this Agreement ifpursuant to this clause (iii) unless the applicable Preventative Litigation has been filed and pending (without being withdrawn, prior to the delivery settled or otherwise dismissed) for a period of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so60 days; or (4iv) in connection with the rejection by Buyer of any court has entered a final, non-appealable judgment or order declaring amendment by Sellers of any Schedule to this Agreement as provided in clause (b) of Section 9.11. (b) By Sellers with written notice to Buyer: (i) if Buyer has breached this Agreement such that the conditions set forth in Section 7.1 or any material portion hereof to be unenforceableSection 7.2 are incapable of being satisfied and Sellers have not waived such breach in writing or Buyer has not cured such breach within the lesser of (i) thirty (30) days and (ii) the number of days remaining before the Termination Date, after receipt of written notice from Sellers asserting such breach; (dii) by each Consenting Senior Note Holder, but solely with respect if Buyer fails or refuses to such Consenting Senior Note Holder (close this Agreement remaining and all conditions in full force and effect as among Article 6 have been or would be satisfied at the Debtors and the other Consenting Senior Note HoldersClosing; or (iii) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, any condition in the form attached hereto Article 7 has not been satisfied as of the date hereof, that has been effected without Termination Date or the prior written consent satisfaction of such Consenting Senior Note Holder; a condition by such date is or becomes impossible (e) and shall be terminated automatically if other than, in each case, primarily as a result of the Equity Commitment Agreement has been validly terminated, subject tofailure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor)writing; provided, however, that if the sole condition in Article 7 that has not been satisfied as of the Termination Date is Section 7.3, then Sellers may not terminate this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (Aiii) unless the applicable Preventative Litigation has been filed and pending (without being withdrawn, settled or otherwise dismissed) for a period of sixty (B60) days. (c) By mutual written consent of Section 10.1(b)(iii) of Buyer and Sellers; provided, however, that no party shall have the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment right to terminate this Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv8.1(a) of or 8.1(b) unless such party has provided written notice to the Equity Commitment Agreement as a result of any breach or breaches of non-terminating party at least two (2) Business Days prior to the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set date such party intends to terminate this Agreement, setting forth in reasonable detail the reason for such intended termination and the Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors this Article 8 pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent which such party intends to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Planthis Agreement.

Termination Events. This Agreement may be terminatedterminated prior to the Closing: (a) immediately upon by Buyer if there is a Breach of any covenant or obligation of Sellers and such Breach shall not have been cured by the written agreement Closing after the delivery of the Debtors and the Requisite Senior Note Holders notice thereof to terminate this AgreementSellers; (b) by any Buyer, in the event that either (i) Buyer's pre-acquisition due diligence investigation and review of the Debtors Assets (as described in Section 4.4 of this Agreement), or (ii) any new Disclosure Schedule or supplement or amendment to a Disclosure Schedule provided by any Seller after the Requisite Senior Note Holders upon three execution hereof, discloses matters which would (3A) Business Days’ written notice to each of cause the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described condition set forth in clause (1a) of SECTION 5.1 not to be satisfied, or (2B) belowafter including such newly disclosed matters in a new Disclosure Schedule or amendment or supplement to an existing Disclosure Schedule, if: as applicable, cause the condition set forth in clause (1b) any of the Chapter 11 Cases are dismissed or converted SECTION 5.1 not to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreementbe satisfied; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (Buyer at or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) Scheduled Closing Time if any condition set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have SECTION 5 has not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to been satisfied by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableScheduled Closing Time; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time Buyer if the voting deadline for Closing has not taken place on or before December 10, 2002 (other than as a result of any failure on the Amended Plan is part of Buyer to occur, comply with or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes perform its covenants and obligations under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holderthis Agreement); (e) by Sellers if there is a Breach of any covenant or obligation of Buyer and such Breach shall be terminated automatically if not have been cured within ten (10) calendar days after the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder delivery of notice thereof to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment AgreementBuyer; (2f) by Requisite Investors pursuant to Section 10.1(c)(iv) of Sellers if the Equity Commitment Agreement Closing has not taken place on or before December 10, 2002 (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement other than as a result of any breach failure on the part of Sellers to comply with or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of perform any condition covenant or obligation set forth in Section 8.1(l) of the Equity Commitment this Agreement;); or (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4g) by the Debtors pursuant to Section 10.1(b)(ii) mutual written consent of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanBuyer and Sellers.

Termination Events. This Agreement may be terminatedterminated only as follows: 9.1.1 by mutual written consent of ABC and the Purchaser prior to the Closing; 9.1.2 pursuant to Section 4.1.2(b) or by written notice given by the Purchaser to the Vendors pursuant to Section 4.1.2(c); or 9.1.3 for failure to satisfy Closing conditions, as follows: (a) immediately upon the written agreement of the Debtors and the Requisite Senior Note Holders to terminate this Agreement; (b) by if any of the Debtors conditions of Closing in favour of CDP Investissements and CDPQ set forth in Section 5.3 have not been satisfied on or before the Requisite Senior Note Holders upon three (3) Business Days’ Outside Date and CDPQ has not waived such conditions, then CDPQ may, by written notice given to each of ABC and the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof and received not more than Purchaser on or within ten (10) Business Days following the occurrence Outside Date, terminate all obligations of any event described CDP Investissements and CDPQ under this Agreement, failing which CDPQ and CDP Investissements shall be deemed to have waived such unfulfilled conditions. During the sixty (60) day period following receipt of such notice, this Agreement will remain in clause (1) or (2) beloweffect with respect to ABC and the Purchaser, if:who shall attempt in good faith to negotiate a mutually satisfactory alternative arrangement. If ABC and the Purchaser do not agree in writing to an alternative arrangement, this Agreement will automatically terminate at the end of such 60-day period; (1b) if any of the Chapter 11 Cases are dismissed conditions of Closing in favour of ABC set forth in Section 5.4 have not been satisfied on or converted before the Outside Date and ABC has not waived such conditions, then ABC may, by written notice given to a case under Chapter 7 of CDPQ and the Bankruptcy Code; or Purchaser on or within ten (210) Business Days following the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; providedOutside Date, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement, failing which ABC shall be deemed to have waived such unfulfilled conditions; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days any of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any conditions of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining Closing in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment favour of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition Purchaser set forth in Section 8.1(l) of 5.5 that relate to CDP Investissements and/or CDPQ have not been satisfied on or before the Equity Commitment Agreement; (3) Outside Date and the Purchaser has not waived such conditions, then the Purchaser may, by Requisite Investors pursuant written notice given to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with Vendors on or within ten (10) Business Days’ Days following the Outside Date, notify the Vendors that it is considering terminating this Agreement, failing which the Purchaser shall be deemed to have waived such unfulfilled conditions. During the sixty (60) day period (the “Renegotiation Period”) following receipt of such notice, ABC and the Purchaser shall attempt in good faith to negotiate a mutually satisfactory alternative arrangement. If ABC and the Purchaser do not agree in writing to an alternative arrangement within the Renegotiation Period, the Purchaser shall have the option, exercisable in writing within five (5) Business Days following the expiry of the Renegotiation Period, of waiving such conditions of Closing and proceeding to Closing or of terminating this Agreement; or (d) if any of the conditions of Closing in favour of the Purchaser other than those set forth in 9.1.3(c) have not been satisfied on or before the Outside Date and the Purchaser has not waived such conditions, then the Purchaser may, by written notice given to the Vendors on or within ten (10) Business Days following the Outside Date, terminate this Agreement, failing which the Purchaser shall be deemed to have waived such unfulfilled conditions; in each such case, unless (i) such failure to satisfy conditions is attributable to a breach or failure on the part of the party seeking to terminate this Agreement to perform any obligation required to be performed by it at or prior to Closing, or (ii) the conditions that have not been satisfied or waived on or before the Outside Date are satisfied or waived on or prior to the date of the written notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub Plantermination.

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminatedterminated and the transactions contemplated by the Agreement abandoned at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors and the Requisite Senior Note Holders to terminate this AgreementParties; (b) by Seller if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 8.1 or Section 8.3 and (ii) shall not have been cured within thirty (30) days following receipt of written notice from Seller of such breach or failure to perform; (c) by Buyer if Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 8.1 or Section 8.2 and (ii) shall not have been cured within thirty (30) days following receipt of written notice from Seller of such breach or failure to perform; (d) by Seller or Buyer if any of the Debtors or conditions set forth in Section 8.1 shall have become incapable of fulfillment due to (x) the Requisite Senior Note Holders upon three (3) Business Days’ written notice to each of the other Parties; provided that such notice is delivered in accordance with Section 8.11 hereof final and received not more than ten (10) Business Days following the occurrence nonappealable entry of any event described in clause (1) Order preventing or enjoining the transactions contemplated by the Agreement or (2y) below, if: (1) the final and nonappealable entry of any of Legal Restraint preventing the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of transactions contemplated by the Bankruptcy CodeAgreement; or (2e) by Seller or Buyer if the Bankruptcy Court has entered an order in any of transactions contemplated by the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy CodeEnterprise Purchase Agreement have not been consummated by October 31, 2018; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall (A) Seller may not give rise to a right to terminate this Agreement; (c) by the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(29.1(e) in the event of any extension if such failure of the Outside Date (as defined Closing to occur is due to the failure of Seller or any Affiliate of Seller to perform and comply in all material respects with the Equity Commitment Agreement) pursuant covenants and agreements to clause (A) be performed or complied with by Seller or its Affiliates and (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Buyer may not terminate this Agreement is terminated by the Requisite Investors pursuant to this Section 10.1(c)(iv9.1(e) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation of the Rights Offering Sub Plan following their exercise of if such Plan Cure Rights; and (C) following a failure of the Requisite Investors Closing to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made occur is due to the Rights Offering Sub Plan, would result failure of Buyer or any of its Affiliates to perform and comply in all material respects with the confirmation of the Rights Offering Sub Plancovenants and agreements to be performed or complied with by Buyer or its Affiliates.

Termination Events. This Agreement may be terminatedThe following circumstances (each, a “Termination Event”) shall give rise to the right for the specified Party (and only the specified Party) to terminate this Agreement: (a) immediately upon by Seller, if Buyer fails to pay or cause to be paid any amount or amounts in the written agreement aggregate due under this Agreement that are in excess of USD fifty million (US$50,000,000), for a period of ten (10) Days or more following the due date of the Debtors and the Requisite Senior Note Holders to terminate this Agreementrelevant invoice; (b) by any of the Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice Seller, if Buyer fails to each of the other Parties; provided that such notice is delivered in accordance comply with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) 15.3 or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreement21; (c) by the Requisite Senior Note HoldersSeller, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery violation by Buyer of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableSection 25.1; (d) by each Consenting Senior Note Holderthe non-violating Party, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining if a Party violates Section 25.2(b) or breaches the representation and warranty in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note HolderSection 25.5; (e) by Seller, if (i) Buyer or any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder fails to execute any Direct Agreement with Seller’s or its Affiliate’s respective Lenders within sixty (60) Days after Seller’s request thereof, provided that such Direct Agreement complies with the requirements in Sections 21.4.2(a) to (g), or (ii) in connection with any financing, Buyer fails to provide to the Lenders and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and Lenders’ Agent any legal opinion that complies with the requirements in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings Section 21.4.1 within sixty (as defined below): (160) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment AgreementDays after Seller’s request thereof; (2f) by Requisite Investors pursuant Seller, if a Bankruptcy Event has occurred with respect to Section 10.1(c)(ivBuyer or any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder; (g) of the Equity Commitment Agreement by Seller, if (excluding i) Buyer or its Affiliate is a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date Defaulting Partner (as defined in the Equity Commitment Partnership Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii4.3(c)(i) of the Equity Commitment Agreement, if, following Partnership Agreement and the date that would otherwise have been the Outside Date Default Forfeiture Units (as defined in the Equity Commitment Partnership Agreement) but for are Class A Units issued to such extension, the Equity Commitment Agreement is terminated by the Requisite Investors Defaulting Partner pursuant to Section 10.1(c)(iv) the equity capital contribution agreement entered into by such Defaulting Partner in respect of the Equity Commitment Agreement as a result of any breach or breaches of Phase 1 Project, and the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors General Partner exercises its rights pursuant to Section 10.1(c)(vithe Partnership Agreement to cause all such Class A Units to be redeemed or forfeited in accordance with the Partnership Agreement or (ii) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors Buyer or its Affiliate is a Defaulting Partner (as defined in the Equity Commitment Partnership Agreement) pursuant to Section 4.3(c)(ii) of the Partnership Agreement, and the General Partner exercises its rights pursuant to the Partnership Agreement to cause all of such Defaulting Partner’s Class A Units to be redeemed or forfeited in accordance with ten (10) Business Days’ prior notice of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver)Partnership Agreement; (Bh) by either Party, if Buyer’s or its Affiliate’s entire interest in the Requisite Investors have failed Partnership is redeemed pursuant to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation Section 4.17 of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; andPartnership Agreement; (Ci) following a failure by Seller, if Buyer’s or its Affiliate’s entire interest in the Partnership is redeemed pursuant to Section 4.8 of the Requisite Investors to exercise the Plan Cure Rights or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable Partnership Agreement; (j) by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes orBuyer, if also made to the Rights Offering Sub Plan, would result a Bankruptcy Event has occurred in the confirmation respect of the Rights Offering Sub Plan.Seller;

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminatedterminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) immediately upon the by mutual written agreement consent of the Debtors Seller Representative and the Requisite Senior Note Holders to terminate this AgreementParent; (b) by any of either the Debtors Seller Representative or the Requisite Senior Note Holders upon three (3) Business Days’ Parent by giving written notice to each the other Party if the Closing shall not have occurred by July 31, 2015, unless extended by written agreement of the other Parties; provided that Seller Representative and Parent (such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following date, the occurrence of any event described in clause (1) or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code“Termination Date”); provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 (i) Parent shall not give rise to a have the right to terminate this AgreementAgreement pursuant to this Section 9.1(b) if the Company has the right to terminate this Agreement pursuant to Section 9.1(d) and (ii) the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(b) if Parent has the right to terminate this Agreement pursuant to Section 9.1(e); (c) by either the Requisite Senior Note Holders, upon three (3) Business Days’ Seller Representative or Parent by giving written notice to the Debtors (other Party if any Governmental Authority shall have issued an injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such lesser time if the voting deadline for the Amended Plan is to occurorder, decree, ruling or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders other Action shall not be permitted subject to terminate this Agreement if, prior to the delivery of such notice, the Debtors appeal or shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days of the date hereof; (2) the Debtors have not filed the Amended Plan become final and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableunappealable; (d) by each Consenting Senior Note Holderthe Company, but solely with respect to such Consenting Senior Note Holder if there has been a breach of any representation, warranty, covenant or agreement made by Parent or Merger Sub in this Agreement, which breach (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holdersi) upon three (3) Business Days’ written notice would give rise to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior written consent of such Consenting Senior Note Holder; (e) and shall be terminated automatically if the Equity Commitment Agreement has been validly terminated, subject to, and in accordance with, the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment Agreement; (2) by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event failure of a breach by any Investor); provided, however, that this Agreement shall not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following the date that would otherwise have been the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement as a result of any breach or breaches of the Equity Commitment Agreement by the Debtors that would cause a failure of any condition set forth in Section 8.1(l6.2(a) or Section 6.2(b) and (ii)(x) cannot be cured by Parent or Merger Sub prior to the Termination Date or (y) if capable of being cured, shall not have been cured by the Equity Commitment Agreement; earlier of (1) twenty (20) calendar days following receipt of written notice from the Company of such breach or (2) the date that is three (3) by Requisite Investors calendar days prior to the Termination Date; provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 10.1(c)(vi9.1(d) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder and such breach would give rise to the Equity Commitment Agreement;failure of a condition set forth in Section 6.3(a) or Section 6.3(b); or (4e) by Parent and Merger Sub, if there has been a breach of any representation, warranty, covenant or agreement made by the Debtors pursuant to Section 10.1(b)(ii) Company in this Agreement or any such representation shall have become untrue after the date of the Equity Commitment this Agreement, unless: which breach or failure to be true (i) would give rise to the failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) (x) cannot be cured by the Company by the Termination Date or (y) if capable of being cured, shall not have been cured by the earlier of (A) the Debtors shall have provided the Lead Investors twenty (as defined in the Equity Commitment Agreement20) with ten (10) Business Days’ prior calendar days following receipt of written notice from Parent of their intent to terminate the Equity Commitment Agreement (which notice the Debtors hereby agree to so deliver); such breach or (B) the Requisite Investors date that is three (3) calendar days prior to the Termination Date; provided that, Parent shall not have failed the right to exercise terminate this Agreement pursuant to this Section 9.1(e) if it or Merger Sub is then in material breach of any of their Plan Cure Rights (as defined below)representations, warranties, covenants or have failed other agreements hereunder and such breach would give rise to obtain confirmation of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors to exercise the Plan Cure Rights a condition set forth in Section 6.2(a) or to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanSection 6.2(b).

Termination Events. This By written notice given prior to the Closing, subject to Section 10.02, this Agreement may be terminatedterminated as follows: (a) immediately upon by Buyer, in the written agreement event (i) any of the Debtors representations and warranties concerning the Requisite Senior Note Holders Sellers, the Company or the Blocker set forth in Articles III, IV and V, respectively, shall not be true and correct to terminate the extent set forth in Section 9.02(a), or the Sellers, the Company or the Blocker shall have breached or failed to perform any of obligations under this Agreement to the extent set forth in Section 9.02(b) (other than through the failure of Buyer to comply with its obligations under this Agreement), and (ii) such breach, failure or misrepresentation (if curable) is not cured within 20 days after Buyer gives the Company and Sellers’ Representative written notice identifying in reasonable detail such breach, failure or misrepresentation; (b) by the Company, in the event any of the Debtors representations and warranties of Buyer set forth in this Agreement shall not be true and correct to the extent set forth in Section 9.01(a), or if Buyer shall have breached or failed to perform any of its obligations, covenants or agreements under this Agreement to the extent set forth in Section 9.01(b) (other than through the failure of the Company, the Blocker or the Requisite Senior Note Holders upon three Sellers to comply with their respective obligations under this Agreement), and (3ii) Business Days’ such breach, failure or misrepresentation (if curable) is not cured within 20 days after the Company gives Buyer written notice to each of the other Parties; provided that identifying in reasonable detail such notice is delivered in accordance with Section 8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) breach, failure or (2) below, if: (1) any of the Chapter 11 Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code; provided, however, that the appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate this Agreementmisrepresentation; (c) by either Buyer or Sellers’ Representative, if any Governmental Order of any Governmental Entity of competent jurisdiction permanently restraining, enjoining or otherwise preventing the Requisite Senior Note Holders, upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and (2), the Requisite Senior Note Holders shall not be permitted to terminate this Agreement if, prior to the delivery of such notice, the Debtors shall have filed the relevant document(s) set forth in Sections 7.1(c)(1) and/or (2) below that, without the occurrence of such filing, would have constituted a basis for terminating this Agreement, if: (1) the Debtors fail to file a motion seeking authority to perform under this Agreement within seven (7) days consummation of the date hereof; (2) the Debtors have not filed the Amended Plan transactions contemplated hereby has been issued and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (3) the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the Amended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; or (4) any court has entered a final, becomes final and non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceableappealable; (d) by each Consenting Senior Note Holder, but solely with respect to such Consenting Senior Note Holder (this Agreement remaining in full force and effect as among the Debtors and the other Consenting Senior Note Holders) upon three (3) Business Days’ written notice to the Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period) following a material adverse change or modification to the treatment of the Claims of holders of Visteon Notes under the Amended Plan, in the form attached hereto as of the date hereof, that has been effected without the prior mutual written consent of such Consenting Senior Note HolderBuyer and Sellers’ Representative; (e) and shall be terminated automatically by Buyer or the Sellers’ Representative, if the Equity Commitment Closing has not occurred on or before the date that is one hundred days after the date of this Agreement (the “Outside Termination Date”); provided that Buyer may not terminate this Agreement under this Section 10.01(e) if the Closing has been validly terminated, subject to, and in accordance with, not occurred as a result of Buyer’s failure to obtain the Debtors’ rights hereunder to commence the Expedited Proceedings (as defined below): (1) by Requisite Investors pursuant to Section 10.1(c)(i) of the Equity Commitment AgreementFinancing; (2f) by Requisite Investors pursuant to Section 10.1(c)(iv) of Buyer, if the Equity Commitment Agreement (excluding a termination of the Equity Commitment Agreement by Requisite Investors pursuant to Section 10.1(c)(iv) of the Equity Commitment Agreement in the event of a breach by any Investor); provided, however, that this Agreement shall Closing has not be terminated pursuant to this Section 7.1(e)(2) in the event of any extension of the Outside Date (as defined in the Equity Commitment Agreement) pursuant to clause (A) occurred on or (B) of Section 10.1(b)(iii) of the Equity Commitment Agreement, if, following before the date that would otherwise have been is one hundred twenty days after the Outside Date (as defined in the Equity Commitment Agreement) but for such extension, the Equity Commitment Agreement is terminated by the Requisite Investors pursuant to Section 10.1(c)(iv) date of the Equity Commitment this Agreement as a result of Buyer’s failure to obtain Financing; provided that the right to terminate this Agreement under Section 10.01(a), (b), (c), (d) and (e) shall not be available to any breach or breaches party whose willful failure to fulfill any obligation under this Agreement has contributed to the failure of the Equity Commitment Agreement by transactions contemplated hereby to occur on or before such date, and provided further that Buyer shall not have the Debtors that would cause a failure of any condition set forth in Section 8.1(l) of the Equity Commitment Agreement; (3) by Requisite Investors pursuant to Section 10.1(c)(vi) of the Equity Commitment Agreement; (4) by the Debtors pursuant to Section 10.1(b)(ii) of the Equity Commitment Agreement, unless: (A) the Debtors shall have provided the Lead Investors (as defined in the Equity Commitment Agreement) with ten (10) Business Days’ prior notice of their intent right to terminate this Agreement under Section 10.01(f) if the Equity Commitment Company has commenced an Action to specifically enforce the provisions of this Agreement (which notice the Debtors hereby agree to so deliver); (B) the Requisite Investors have failed to exercise their Plan Cure Rights (as defined below), or have failed to obtain confirmation a result of the Rights Offering Sub Plan following their exercise of such Plan Cure Rights; and (C) following a failure of the Requisite Investors Closing to exercise the Plan Cure Rights or occur because Buyer has not been able to obtain confirmation of the Rights Offering Sub Plan following their exercise of the Plan Cure Rights, the Claims Conversion Sub Plan shall be confirmable by the Bankruptcy Court without amendment Financing on or with only such amendments as would not require re-solicitation of the holders of Visteon Notes or, if also made prior to the Rights Offering Sub Plan, would result in the confirmation of the Rights Offering Sub PlanOutside Termination Date.