Common use of Agreements of the Consenting Lenders Clause in Contracts

Agreements of the Consenting Lenders. (a) Each Consenting Lender agrees that, during the Support Period, such Consenting Lender shall: (i) support and take all commercially reasonable actions necessary or reasonably requested by the Company, Agent or any other Consenting Lender in order to facilitate the finalization, implementation and consummation of the Out-of-Court Transactions or Plan Transactions, as applicable, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by this Agreement, applicable law, or the In-Court Definitive Documents or Out-of-Court Definitive Documents, as applicable; (ii) give any notice, order, instruction or direction to the Agent necessary or appropriate to give effect to the Restructuring Transactions; (iii) not directly or indirectly object to, delay, impede, or take any other action that may reasonably be expected to interfere with the implementation and consummation of the Out-of-Court Transactions or Plan Transactions, including, for the avoidance of doubt and without limitation, declaring any default under the Credit Agreements or accelerating the Company’s obligations under the Credit Agreements, in each case, as a result of the Out-of-Court Transactions or Plan Transactions; (iv) not direct the Agent (or any successor thereto) to take any action inconsistent with such Consenting Lender’s or Agent’s obligations under this Agreement; (v) negotiate in good faith each of the In-Court Definitive Documents and Out-of-Court Definitive Documents, as applicable, and execute, deliver and perform thereunder to implement the Out-of-Court Transactions or Plan Transactions, as applicable; (vi) in the event the Out-of-Court Transactions are pursued, on the Closing Date (and thereafter on the terms provided in the Revolving Facility Documents), timely fund its pro rata share of the Revolving Facility (as defined in the Out-of-Court Restructuring Term Sheet); (vii) in the event the Chapter 11 Cases are pursued: (1) (A) timely vote or cause to be voted its Claims (including, without limitation, all claims arising under the Credit Agreements and Bridge Credit Agreement) that are solicited to accept the Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis, and (B) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn); (2) support and take all reasonable actions necessary or appropriate to implement and consummate the Exit Facility, including by exercising the Exit Facility Option (as defined in the Plan Term Sheet); provided that the Exit Facility Documents are in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders; (3) not file, or have filed, any motion, pleading, objection, complaint commencing an adversary proceeding or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with this Agreement or the Plan; (4) timely vote (or cause to be voted) its Claims against any plan, plan proposal, restructuring proposal, offer of dissolution, assignment for the benefit of creditors, winding up, liquidation, sale or disposition, reorganization, merger, business combination, joint venture, debt or equity financing or re-financing, recapitalization or other restructuring of the Company other than the Plan (each, an “Alternative Restructuring”); and (5) not directly or indirectly, through any person or entity (including, without limitation, any administrative agent or collateral agent), seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of any Alternative Restructuring or object to or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the Solicitation or the confirmation and consummation of the Plan and the consummation of the Restructuring.

Agreements of the Consenting Lenders. (a) Each Subject to the terms and conditions hereof and for so long as this Agreement has not been terminated and except as the LodgeNet Parties may expressly release the Consenting Lender agrees thatLenders in writing from any of the following obligations, during the Support Period, such each Consenting Lender shall: (i) support and take all commercially reasonable actions necessary or reasonably requested by the Company, Agent or any other Consenting Lender in order to facilitate the finalization, implementation and consummation of the Out-of-Court Transactions or Plan Transactions, as applicable, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by this Agreement, applicable law, or the In-Court Definitive Documents or Out-of-Court Definitive Documents, as applicable; (ii) give any notice, order, instruction or direction to the Agent necessary or appropriate to give effect to the Restructuring Transactions; (iii) not directly or indirectly object to, delay, impede, or take any other action that may reasonably be expected to interfere with the implementation and consummation of the Out-of-Court Transactions or Plan Transactions, including, for the avoidance of doubt and without limitation, declaring any default under the Credit Agreements or accelerating the Company’s obligations under the Credit Agreements, in each case, as a result of the Out-of-Court Transactions or Plan Transactions; (iv) not direct the Agent (or any successor thereto) to take any action inconsistent with such Consenting Lender’s or Agent’s obligations under this Agreement; (v) negotiate in good faith each of the In-Court Definitive Documents and Out-of-Court Definitive Documents, as applicable, and execute, deliver and perform thereunder to implement the Out-of-Court Transactions or Plan Transactions, as applicable; (vi) in the event the Out-of-Court Transactions are pursued, on the Closing Date (and thereafter on the terms provided in the Revolving Facility Documents), timely fund its pro rata share of the Revolving Facility (as defined in the Out-of-Court Restructuring Term Sheet); (vii) in the event the Chapter 11 Cases are pursued: (1) (A) timely agree to vote or cause to be voted its Lender Claims in favor of the Approved Plan (including, without limitation, all claims arising under the Credit Agreements and Bridge Credit Agreement) that are when solicited to accept do so and no later than ten (10) days after the Plan by delivering commencement of the Solicitation), (B) deliver its duly executed and completed ballot or ballots, as applicable, accepting the ballot(s) voting in favor of such Approved Plan on a timely basisbasis following commencement of the Solicitation for such Approved Plan, and (BC) not change or withdraw such agreement or vote (or cause or direct such agreement or vote to be changed or withdrawn); (2ii) support and take all reasonable actions necessary or appropriate to implement and consummate the Exit FacilityApproved Plan, including by exercising the Exit Facility Option (as defined in the Plan Term Sheet); provided that the Exit Facility Documents are in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders; (3) not fileobject to, or have filedvote any of its Lender Claims to reject or impede, the Approved Plan, support directly or indirectly any motion, pleading, objection, complaint commencing an adversary such objection or impediment or otherwise take any action or commence any proceeding to oppose or other document to seek any modification of the Approved Plan filed by any of the LodgeNet Parties in connection with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with this Agreement or Chapter 11 Cases and confirmation of the Approved Plan; (4iii) timely not directly or indirectly seek, solicit, support, encourage, vote its Lender Claims for, or consent to (A) any plan of reorganization, proposal, offer, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets or restructuring for any of the LodgeNet Parties (each, an “Alternative Proposal”) other than the Approved Plan or (B) any other action that is materially inconsistent with, or that would materially delay or materially obstruct the Approved Plan; provided, however, nothing in this Agreement shall be read to restrict any Consenting Lender’s right to object to, or otherwise oppose, any motion seeking approval of (x) any key employee incentive plan, (y) any severance-related plan to the extent it relates to the participants in any key employee incentive plan, or severance payments to any participants in any key employee incentive plan or (z) any similar motions related thereto, all of which rights are expressly preserved; provided, however, the Consenting Lenders shall not object to approval of a key employee retention plan for the “rank and file” on the terms as disclosed in the Form 8-K filed by LodgeNet Interactive on November 28, 2012; and (iv) enter into the New Term Loan Documents on the terms set forth in the Exit Term Loan Term Sheet, with such changes as the Requisite Consenting Lenders, the LodgeNet Parties and Purchasers mutually agree. (b) Each Consenting Lender agrees that, as long as this Agreement has not terminated in accordance with its terms, it shall not sell, transfer, assign or otherwise dispose of any Lender Claims, or any option thereon or any right or interest (voting or otherwise) in any or all of its Lender Claims (including, without limitation, any participation therein) unless (i) the transferee, participant or other party (A) is a Consenting Lender or (B) satisfies the representations hereunder with respect to the transferring Consenting Lender, and agrees in writing to assume and be bound by all of the terms of this Agreement with respect to all Lender Claims such transferee, participant or other party currently holds or shall acquire in the future by executing the joinder attached hereto as Exhibit B (the “Joinder”) (such transferee, participant or other party, if any, to also be a “Consenting Lender” hereunder from and after such transfer). If a transferee of any of the Lender Claims is not a Consenting Lender or does not execute a Joinder in substantially the form attached hereto as Exhibit B within three (3) business days of the completion of such transfer, participation or other grant or otherwise agree to be bound by all of the terms of this Agreement, then such sale, transfer, assignment or other disposition of the Lender Claims or related option, right or interest shall be deemed void ab initio. This Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Lender Claims; provided, however, that any such additional Lender Claims shall automatically be deemed to be subject to all of the terms of this Agreement and each such Consenting Lender agrees that such additional Lender Claims shall be subject to this Agreement and that it shall vote (or cause to be voted) any such additional Lender Claims entitled to vote on the Approved Plan (in each case, to the extent still held by it or on its Claims against behalf at the time of such vote) in a manner consistent with this Section 3. Subject to the terms and conditions of any planorder of the Bankruptcy Court, plan proposaleach Consenting Lender agrees to provide to the Prepetition Agent, restructuring proposal, offer of dissolution, assignment counsel to the Prepetition Agent and to counsel for the benefit LodgeNet Parties (i) a copy of creditors, winding up, liquidation, sale or disposition, reorganization, merger, business combination, joint venture, debt or equity financing or re-financing, recapitalization or other restructuring any Joinder and (ii) a notice of the Company other than the Plan (each, an “Alternative Restructuring”); and (5) not directly or indirectly, through any person or entity (including, without limitation, any administrative agent or collateral agent), seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution acquisition of any Alternative Restructuring or object to or take any other action that is inconsistent with or that would reasonably be expected to preventadditional Lender Claims, interfere with, delay or impede the Solicitation or the confirmation and consummation in each case within three (3) business days of the Plan and the consummation of the Restructuringtransaction disposing of, or acquiring, Lender Claims. Notwithstanding the foregoing, this Section 3(b) shall not apply to any transferee that specifies in the documentation executed in connection with the transfer of Lender Claims that it is acting as a “Riskless Principal,” as such term is defined by the Loan Syndications and Trading Association in its Standard Terms and Conditions for Distressed Trade Confirmations; provided, however, that (i) such Riskless Principal shall be obligated to transfer such Lender Claims within one (1) business day of its receipt thereof (or otherwise to execute the Joinder in substantially the form attached hereto as Exhibit B) and (ii) any subsequent transferee of such Riskless Principal shall be required to make the representations of the transferring Consenting Lender and execute the Joinder in substantially the form attached hereto as Exhibit B. For the avoidance of doubt, GSS Master SPC — Xxxxxx Segregated Portfolio is not a Party to this Agreement and nothing herein shall be read to bind GSS Master SPC — Xxxxxx Segregated Portfolio to this Section 3(b) or any other provision of this Agreement. (c) Each of the Consenting Lenders consents to the (a) LodgeNet Parties’ use of the “cash collateral” (as defined in section 363(a) of the Bankruptcy Code), in which the Prepetition Agent and Prepetition Lenders have a lien, security interest or other interest, and (b) the LodgeNet Parties obtaining debtor in possession financing and granting first-priority priming, valid, perfected, and enforceable liens, on substantially all of the LodgeNet Parties’ assets and superpriority administrative expense claim status in respect of all obligations under the debtor in possession financing loan, in each case consistent in all respects with the DIP Term Sheet attached hereto as Exhibit C and pursuant to an Interim DIP Order and Final DIP Order.

Agreements of the Consenting Lenders. (a) Each So long as this Agreement has not been terminated in accordance with the terms hereof, each Consenting Lender agrees thatthat it shall, during subject to the Support Periodreceipt by such Consenting Lender of the Fairway Disclosure Statement and other solicitation materials in respect of the Fairway Plan: (i) vote all of its claims against the Fairway Parties to accept the Fairway Plan and issue a release of its third party claims against a Released Party (as such term is defined in the Fairway Plan), by delivering its duly executed and completed ballots accepting the Fairway Plan and granting the release on a timely basis following the commencement of the Solicitation; provided that such vote and release shall be immediately revoked and deemed void ab initio upon termination of this Agreement prior to the confirmation of the Fairway Plan pursuant to the terms hereof; (ii) not change or withdraw (or cause to be changed or withdrawn) any such vote or release in clause (i) above; (iii) not (x) object to, delay, impede or take any other action to interfere with acceptance or implementation of the Fairway Plan, (y) directly or indirectly solicit, encourage, propose, file, support, participate in the formulation of or vote for, any restructuring, sale of assets, merger, workout or plan of reorganization for any of the Fairway Parties other than the Fairway Plan or (z) otherwise take any action that could in any material respect interfere with, delay or postpone the consummation of the Restructuring; (iv) not direct any administrative agent, collateral agent, or indenture trustee (as applicable), including the Credit Agreement Agent, to take any action inconsistent with such Consenting Lender’s obligations under this Agreement, and, if any applicable administrative agent, collateral agent, or indenture trustee takes any action inconsistent with such Consenting Lender’s obligations under this Agreement, such Consenting Lender shall:shall use its commercially reasonable efforts to request that such administrative agent, collateral agent, or indenture trustee to cease and refrain from taking any such action (but shall not be required to incur any indemnification obligations in respect of such request or otherwise); and (iv) support and take all commercially reasonable actions necessary or reasonably requested by the Company, Agent or any other Consenting Lender in order Company to facilitate the finalizationSolicitation, implementation and consummation approval of the Out-of-Court Transactions or Plan Transactions, as applicableFairway Disclosure Statement, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by this Agreement, applicable law, or the In-Court Definitive Documents or Out-of-Court Definitive Documents, as applicable; (ii) give any notice, order, instruction or direction to the Agent necessary or appropriate to give effect to the Restructuring Transactions; (iii) not directly or indirectly object to, delay, impede, or take any other action that may reasonably be expected to interfere with the implementation and consummation of the Out-of-Court Transactions or Plan Transactions, including, for the avoidance of doubt and without limitation, declaring any default under the Credit Agreements or accelerating the Company’s obligations under the Credit Agreements, in each case, as a result of the Out-of-Court Transactions or Plan Transactions; (iv) not direct the Agent (or any successor thereto) to take any action inconsistent with such Consenting Lender’s or Agent’s obligations under this Agreement; (v) negotiate in good faith each of the In-Court Definitive Documents and Out-of-Court Definitive Documents, as applicable, and execute, deliver and perform thereunder to implement the Out-of-Court Transactions or Plan Transactions, as applicable; (vi) in the event the Out-of-Court Transactions are pursued, on the Closing Date (and thereafter on the terms provided in the Revolving Facility Documents), timely fund its pro rata share of the Revolving Facility (as defined in the Out-of-Court Restructuring Term Sheet); (vii) in the event the Chapter 11 Cases are pursued: (1) (A) timely vote or cause to be voted its Claims (including, without limitation, all claims arising under the Credit Agreements and Bridge Credit Agreement) that are solicited to accept the Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis, and (B) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn); (2) support and take all reasonable actions necessary or appropriate to implement and consummate the Exit Facility, including by exercising the Exit Facility Option (as defined in the Plan Term Sheet); provided that the Exit Facility Documents are in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders; (3) not file, or have filed, any motion, pleading, objection, complaint commencing an adversary proceeding or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with this Agreement or the Plan; (4) timely vote (or cause to be voted) its Claims against any plan, plan proposal, restructuring proposal, offer of dissolution, assignment for the benefit of creditors, winding up, liquidation, sale or disposition, reorganization, merger, business combination, joint venture, debt or equity financing or re-financing, recapitalization or other restructuring of the Company other than the Plan (each, an “Alternative Restructuring”); and (5) not directly or indirectly, through any person or entity (including, without limitation, any administrative agent or collateral agent), seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of any Alternative Restructuring or object to or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the Solicitation or the confirmation and consummation of the Fairway Plan and (it being understood that the consummation of the RestructuringConsenting Lenders shall not be required to incur any material costs, expense or liability in connection therewith).

Agreements of the Consenting Lenders. (a) Each Consenting Lender agrees that, during During the Plan Support Period, such subject to the terms and conditions hereof, each Consenting Lender shallagrees, solely with respect to itself, that: (i) it will use commercially reasonable efforts to support the Restructuring and the transactions contemplated by the Term Sheet, as applicable, and to act in good faith and take all commercially reasonable actions necessary or reasonably requested by to consummate the Company, Agent or any other Consenting Lender Restructuring and the Restructuring Transactions in order to facilitate the finalization, implementation and consummation of the Out-of-Court Transactions or Plan Transactions, as applicable, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by a manner consistent with this Agreement, applicable law, or including the In-Court Definitive Documents or Out-of-Court Definitive Documents, as applicabletimelines set forth herein; (ii) give it shall not (A) direct the Agents to take any noticeaction inconsistent with such Consenting Lender’s obligations under this Agreement, order, instruction or direction to the Agent necessary or appropriate to give effect to the Restructuring Transactions; (iiiB) not directly or indirectly encourage any other person or entity to directly or indirectly, (x) object to, delay, impede, or take any other action that may reasonably be expected or any inaction to interfere with the implementation and consummation acceptance, approval, implementation, consummation, or amendment of the Out-of-Court Transactions Plan (whether before or Plan Transactionsafter confirmation, includingprovided that such amendment is consistent with this Agreement); (y) propose, file, support, vote for, or take any other action in furtherance of any restructuring, workout, plan of arrangement, or plan of reorganization for the avoidance of doubt and without limitation, declaring any default under the Credit Agreements or accelerating the Company’s obligations under the Credit Agreements, in each case, as a result of the Out-of-Court Transactions or Plan Transactions; (iv) not direct the Agent (or any successor thereto) to take any action Company that is inconsistent with such Consenting Lender’s or Agent’s obligations under this Agreement; (v) negotiate in good faith each of , the In-Court Definitive Documents and Out-of-Court Definitive DIP Documents, the Term Sheet, or the Plan, as applicable; or (z) exercise any right or remedy for the enforcement, collection, or recovery of any claim against the Company except in a manner consistent with this Agreement, the DIP Orders, and execute, deliver and perform thereunder to implement the Out-of-Court Transactions or Plan TransactionsPlan, as applicable; (viiii) in subject to the event the Out-of-Court Transactions are pursued, on the Closing Date (and thereafter on the terms provided in the Revolving Facility Documents), timely fund its pro rata share receipt of the Revolving Facility (as defined in Disclosure Statement pursuant to the Out-of-Court Restructuring Term Sheet); (vii) in the event the Chapter 11 Cases are pursued: (1) Disclosure Statement Order, it shall (A) timely vote or cause to be voted its any Lender Claims (including, without limitation, all claims arising under the Credit Agreements and Bridge Credit Agreement) that are solicited it holds to accept the Plan by timely delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis, basis following commencement of the solicitation of acceptances of the Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code; and (B) not change or withdraw such vote or the elections described above (or cause or direct such vote or elections to be changed or withdrawn); ; provided, however, that such vote or elections shall be immediately revoked (2and deemed void ab initio) support and take by all reasonable actions necessary or appropriate to implement and consummate Consenting Lenders upon the Exit Facility, including by exercising the Exit Facility Option (as defined in expiration of the Plan Term Sheet); provided that the Exit Facility Documents are in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Requisite Consenting Bridge Lenders; (3) not file, or have filed, any motion, pleading, objection, complaint commencing an adversary proceeding or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with this Agreement Support Period or the Plan; (4) timely vote (or cause to be voted) its Claims against any plan, plan proposal, restructuring proposal, offer termination of dissolution, assignment for the benefit of creditors, winding up, liquidation, sale or disposition, reorganization, merger, business combination, joint venture, debt or equity financing or re-financing, recapitalization or other restructuring of the Company other than the Plan (each, an “Alternative Restructuring”)this Agreement; and (5iv) not directly or indirectly, through any person or entity (including, without limitation, any administrative agent or collateral agent), seek, solicit, propose, use commercially reasonable efforts to support, assistand take all commercially reasonable actions necessary to facilitate, engage in negotiations in connection with or participate in the formulationapproval of the Disclosure Statement, preparationsolicitation of votes on the Plan, filing or prosecution of any Alternative Restructuring or object to or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the Solicitation or the and confirmation and consummation of the Plan and the consummation of the RestructuringPlan.