Common use of Support of Plan Clause in Contracts

Support of Plan. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Undersigned Holder, agrees for itself that, so long as it remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claims, subject to the proviso in Section 2 hereof, by having executed and become party to this Agreement, it will: i. from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company that could reasonably be expected to prevent, delay or impede the Restructuring of the Company as contemplated by the Term Sheet, the Plan or any other document filed with the Bankruptcy Court in furtherance of confirming the Plan; ii. agree to permit disclosure in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount of the Charter Claims held by the Undersigned Holder shall be disclosed only to the Company and shall not be disclosed by the Company to any other person or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claim, further agree that they shall not: i. object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Term Sheet, the Disclosure Statement or the Plan; or ii. take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation of the Plan.

Support of Plan. As Subject to the terms and conditions of this Agreement, including Section 3.2 hereof, each Consenting Creditor (severally and not jointly) agrees to: (a) not object to entry of the Merger Support Order; (b) not object to entry of the Disclosure Statement Order; (c) so long as a Termination Event has not occurred, or has occurred but its vote has been duly waived properly solicited pursuant to sections 1125 and 1126 of the Bankruptcy Code, timely vote all Claims, now or cured hereafter beneficially owned by such Consenting Creditor or for which it now or hereafter serves as the nominee, investment manager, trustee or advisor for beneficial holders thereof, to accept the Plan in accordance with the terms hereofapplicable procedures set forth in the Solicitation Materials, and timely return a duly executed Ballot in connection therewith; (d) if a member of the Ad Hoc Committee, direct to the extent possible the Ad Hoc Committee to support approval of the Disclosure Statement and confirmation of the Plan; (e) not withdraw or revoke its tender, consent or vote with respect to the Plan and any Definitive Documents, except as otherwise expressly permitted pursuant to this Agreement; and (f) except with respect to claims arising with respect to Excluded Notes, not (i) oppose or object to the Plan, the Undersigned HolderDisclosure Statement, agrees for itself thatthe Merger Support Order or other Definitive Documents, so long as it remains or the legal ownersolicitation or consummation of the Plan and the transactions contemplated by the Definitive Documents, beneficial owner and/or the investment advisor whether directly or manager of indirectly, (ii) join in or with power and/or authority to bind support any Charter Claims, subject objection to the proviso Plan, Disclosure Statement, the Merger Support Order or other Definitive Documents, or to the solicitation of the Plan, (iii) initiate any legal proceedings that are inconsistent with or that would delay, prevent, frustrate or impede the approval, confirmation or consummation of the Plan, the Disclosure Statement, the Merger Support Order, or other Definitive Documents, or otherwise commence any proceedings to oppose the Plan, the Disclosure Statement, the Merger Support Order or any of the other Definitive Documents, or take any other action that is barred by or likely to frustrate this Agreement, including, but not limited to, any motion to appoint a trustee in Section 2 hereofthe Chapter 11 Cases, by having executed and become party (iv) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtors’ claims, any other transaction involving any plan of reorganization (with the exception of the Plan) or liquidation under applicable bankruptcy or insolvency laws, whether domestic or foreign, in respect of the Debtors or their affiliates, except as otherwise expressly contemplated pursuant to this Agreement, it will: i. from and after the date hereof not (v) directly or indirectly seek, solicit, support or vote in favor enter into any agreements relating to, any restructuring, plan of any other plan, salereorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, transaction, sale, disposition or restructuring of the Company that could reasonably be expected to prevent, delay Debtors or impede the Restructuring their affiliates (or substantially all of the Company as contemplated by the Term Sheet, their assets or stock) other than the Plan or as otherwise set forth in this Agreement (any such plan or other document filed with the Bankruptcy Court action as described in furtherance clauses (iv) and (v) immediately above, an “Alternative Plan”), or (vi) enter into any letter of confirming the Plan; ii. agree to permit disclosure intent, memorandum of understanding or agreement in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount of the Charter Claims held by the Undersigned Holder shall be disclosed only to the Company and shall not be disclosed by the Company principle relating to any other person or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claim, further agree that they shall not: i. object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Term Sheet, the Disclosure Statement or the Plan; or ii. take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation of the Alternative Plan.

Support of Plan. (a) As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Undersigned HolderConsenting Holders, agrees for itself that, so as long as it each such Consenting Holder remains the legal owner, beneficial owner holder and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Charter Movie Gallery Claims, subject to the proviso in Section 2 hereof, agrees that by having executed and become party to this Agreement, it will: i. (i) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company Debtors that could reasonably be expected to prevent, delay or impede the Restructuring of the Company Debtors as contemplated by the Plan, the First Lien Term Sheet, the Plan Second Lien Term Sheet, the Rights Offering Term Sheet or any other document filed in connection with the Bankruptcy Court in furtherance of confirming the PlanPlan (collectively, an “Alternative Transaction”); (ii. ) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in the Disclosure Statement any disclosure statement and any filings by the Company Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Charter Movie Gallery Claims held by the Undersigned any individual Consenting Holder shall be disclosed only to the Company Debtors and shall not be disclosed by the Company Debtors to any other person Entity, unless required by applicable law, regulation or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii)legal process; and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which (v) support confirmation of the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under Plan and entry by the Bankruptcy Code against Court of the Company based upon order confirming the failure Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to pay any such indebtedness. vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company Debtors, Sopris and the Undersigned each Consenting Holder, so as long as it is each such Consenting Holder remains the legal owner, beneficial owner holder and/or the investment advisor or manager of or with power and/or authority to bind any Charter ClaimMovie Gallery Claims, further agree that they shall not: i. (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; orand ii. (v) take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

Support of Plan. As Subject to the terms and conditions of this Agreement, including Section 3.2 hereof, each Consenting Creditor (severally and not jointly) agrees to: (a) not object to entry of the Merger Support Order; (b) not object to entry of the Disclosure Statement Order; (c) so long as a Termination Event has not occurred, or has occurred but its vote has been duly waived properly solicited pursuant to sections 1125 and 1126 of the Bankruptcy Code, timely vote all Claims, now or cured hereafter beneficially owned by such Consenting Creditor or for which it now or hereafter serves as the nominee, investment manager, trustee or advisor for beneficial holders thereof, to accept the Plan in accordance with the terms hereofapplicable procedures set forth in the Solicitation Materials, and timely return a duly executed Ballot in connection therewith; (d) if a member of the Ad Hoc Committee, direct to the extent possible the Ad Hoc Committee to support approval of the Disclosure Statement and confirmation of the Plan; (e) not withdraw or revoke its tender, consent or vote with respect to the Plan and any Definitive Documents, except as otherwise expressly permitted pursuant to this Agreement; and (f) except with respect to claims arising with respect to Excluded Notes, not (i) oppose or object to the Plan, the Undersigned HolderDisclosure Statement, agrees for itself thatthe Merger Support Order or other Definitive Documents, so long as it remains or the legal ownersolicitation or consummation of the Plan and the transactions contemplated by the Definitive Documents, beneficial owner and/or the investment advisor whether directly or manager of indirectly, (ii) join in or with power and/or authority to bind support any Charter Claims, subject objection to the proviso Plan, Disclosure Statement, the Merger Support Order or other Definitive Documents, or to the solicitation of the Plan, (iii) initiate any legal proceedings that are inconsistent with or that would delay, prevent, frustrate or impede the approval, confirmation or consummation of the Plan, the Disclosure Statement, the Merger Support Order, or other Definitive Documents, or otherwise commence any proceedings to oppose the Plan, the Disclosure Statement, the Merger Support Order or any of the other Definitive Documents, or take any other action that is barred by or likely to frustrate this Agreement, including, but not limited to, any motion to appoint a trustee in Section 2 hereofthe Chapter 11 Cases, by having executed and become party (iv) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtors’ claims, any other transaction involving any plan of reorganization (with the exception of the Plan) or liquidation under applicable bankruptcy or insolvency laws, whether domestic or foreign, in respect of the Debtors or their affiliates, except as otherwise expressly contemplated pursuant to this Agreement, it will: i. from and after the date hereof not (v) directly or indirectly seek, solicit, support or vote in favor enter into any agreements relating to, any restructuring, plan of any other plan, salereorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, transaction, sale, disposition or restructuring of the Company that could reasonably be expected to prevent, delay Debtors or impede the Restructuring their affiliates (or substantially all of the Company as contemplated by the Term Sheet, their assets or stock) other than the Plan or as otherwise set forth in this Agreement (any such plan or other document filed with the Bankruptcy Court action as described in furtherance clauses (iv) and (v) immediately above, an “Alternative Plan”), or (vi) enter into any letter of confirming the Plan; ii. agree to permit disclosure intent, memorandum of understanding or agreement in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount of the Charter Claims held by the Undersigned Holder shall be disclosed only to the Company and shall not be disclosed by the Company principle relating to any other person or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claim, further agree that they shall not: i. object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Term Sheet, the Disclosure Statement or the Plan; or ii. take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation of the Alternative Plan.

Support of Plan. As (a) not object to entry of the Merger Support Order; (b) not object to entry of the Disclosure Statement Order; (c) so long as a Termination Event has not occurred, or has occurred but its vote has been duly waived properly solicited pursuant to sections 1125 and 1126 of the Bankruptcy Code, timely vote all Claims, now or cured hereafter beneficially owned by such Consenting Creditor or for which it now or hereafter serves as the nominee, investment manager, trustee or advisor for beneficial holders thereof, to accept the Plan in accordance with the terms hereofapplicable procedures set forth in the Solicitation Materials, and timely return a duly executed Ballot in connection therewith; (d) if a member of the Ad Hoc Committee, direct to the extent possible the Ad Hoc Committee to support approval of the Disclosure Statement and confirmation of the Plan; (e) not withdraw or revoke its tender, consent or vote with respect to the Plan and any Definitive Documents, except as otherwise expressly permitted pursuant to this Agreement; and 2/14/2013xxxx://xxx.xxx.xxx/Archives/xxxxx/data/4515/000119312513057477/d487280dex101.htm This Agreement includes a proposed settlement among the Parties. Except as expressly provided in this Agreement, nothing herein is intended to, and shall not and shall not be deemed to in any manner to waive, limit, impair, or restrict the ability of a Consenting Creditor to protect and preserve its rights, remedies, and interests, including its Claims against any of the Debtors, any liens or security interests it may have in any assets of any of the Debtors, or its full participation in the Chapter 11 Cases, including with respect to any matters covered by this Agreement, and including, solely with respect to the Excluded Notes or the allowance or disallowance of Claims, objecting to the Disclosure Statement Order or confirmation of the Plan, or voting against the Plan. Without limiting the previous sentence in any way, if the transactions contemplated by this Agreement or otherwise set forth in the Term Sheet are not consummated as provided herein, or if this Agreement is terminated for any reason, the Undersigned HolderParties each fully reserve any and all of their respective rights, agrees for itself thatremedies and interests. (f) except with respect to claims arising with respect to Excluded Notes, so long as it remains the legal owner, beneficial owner and/or the investment advisor not (i) oppose or manager of or with power and/or authority to bind any Charter Claims, subject object to the proviso Plan, the Disclosure Statement, the Merger Support Order or other Definitive Documents, or the solicitation or consummation of the Plan and the transactions contemplated by the Definitive Documents, whether directly or indirectly, (ii) join in Section 2 hereofor support any objection to the Plan, Disclosure Statement, the Merger Support Order or other Definitive Documents, or to the solicitation of the Plan, (iii) initiate any legal proceedings that are inconsistent with or that would delay, prevent, frustrate or impede the approval, confirmation or consummation of the Plan, the Disclosure Statement, the Merger Support Order, or other Definitive Documents, or otherwise commence any proceedings to oppose the Plan, the Disclosure Statement, the Merger Support Order or any of the other Definitive Documents, or take any other action that is barred by having executed and become party or likely to frustrate this Agreement, including, but not limited to, any motion to appoint a trustee in the Chapter 11 Cases, (iv) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtors’ claims, any other transaction involving any plan of reorganization (with the exception of the Plan) or liquidation under applicable bankruptcy or insolvency laws, whether domestic or foreign, in respect of the Debtors or their affiliates, except as otherwise expressly contemplated pursuant to this Agreement, it will: i. from and after the date hereof not (v) directly or indirectly seek, solicit, support or vote in favor enter into any agreements relating to, any restructuring, plan of any other plan, salereorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, transaction, sale, disposition or restructuring of the Company that could reasonably be expected to prevent, delay Debtors or impede the Restructuring their affiliates (or substantially all of the Company as contemplated by the Term Sheet, their assets or stock) other than the Plan or as otherwise set forth in this Agreement (any such plan or other document filed with the Bankruptcy Court action as described in furtherance clauses (iv) and (v) immediately above, an “Alternative Plan”), or (vi) enter into any letter of confirming the Plan; ii. agree to permit disclosure intent, memorandum of understanding or agreement in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount of the Charter Claims held by the Undersigned Holder shall be disclosed only to the Company and shall not be disclosed by the Company principle relating to any other person or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claim, further agree that they shall not: i. object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Term Sheet, the Disclosure Statement or the Plan; or ii. take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation of the Alternative Plan.

Support of Plan. (a) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Undersigned Holder, agrees for itself that, and so long as it the Plan and all documents necessary for the Reorganization Cases (including the Disclosure Statement and all other motions and pleadings that could be reasonably anticipated to affect the interests of the Consenting Holders (collectively, the “Chapter 11 Documents”)) shall be and remain in form and substance satisfactory to the Consenting Holders, each of the Consenting Holders (as long as each such Consenting Holder remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Ampex Claims) agrees that, subject to the proviso in Section 2 1 hereof, by having executed and become party to this Agreement, it will: i. from and after the date hereof not hereof, it will: (i) support the Plan; (ii) not, directly or indirectly seek, solicit, argue for, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company Debtors that is inconsistent with the Plan annexed hereto or could reasonably be expected to prevent, delay or impede the Restructuring restructuring of the Company Debtors as contemplated by the Term Sheet, the Plan or any other document filed in connection with the Bankruptcy Court in furtherance of confirming the Plan;Plan (each, a “Reorganization Document”); and ii. (iii) subject to the Company’s confidentiality obligations in Section 9.9 hereof, agree to permit disclosure in the Disclosure Statement and any filings made by the Company Debtors with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount of the Charter Claims held by the Undersigned Holder shall be disclosed only . (b) Subject to the Company and shall not be disclosed by the Company to any other person or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934Section 1, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal ownerPlan, beneficial owner and/or Disclosure Statement and all other Chapter 11 Documents are in form and substance satisfactory to the investment advisor or manager of or with power and/or authority to bind any Charter ClaimConsenting Holders, the Debtors and each Consenting Holder, further agree that they shall not: i. not object in court to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Term Sheet, the Disclosure Statement or the Plan; or ii. take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation of the Plan.

Support of Plan. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Undersigned Holder, agrees for itself that, so long as it remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claims, subject to the proviso in Section 2 hereof, by having executed and become party to this Agreement, it will: i. from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company that could reasonably be expected to prevent, delay or impede the Restructuring of the Company as contemplated by the Term Sheet, the Plan or any other document filed with the Bankruptcy Court in furtherance of confirming the Plan; ii. agree to permit disclosure in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount of the Charter Claims held by the Undersigned Holder shall be disclosed only to the Company and shall not be disclosed by the Company to any other person or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. U.S.C Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claim, further agree that they shall not: i. object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Term Sheet, the Disclosure Statement or the Plan; or ii. take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation of the Plan.

Support of Plan. As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Undersigned Holder, each Party hereto agrees for itself thatitself, so long as it remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claims, subject to the proviso in Section 2 hereof, by having executed and become party to this Agreement, that it will: i. consent to and support the entry of the DIP Orders and Tronox entering into and performing under the DIP to Exit Facility pursuant to the terms of the DIP to Exit Credit Agreement and the DIP Orders; ii. promptly upon execution of this Agreement, negotiate in good faith to prepare the Definitive Restructuring Documentation, which shall contain provisions consistent with this Agreement and the Term Sheet and such other provisions as are mutually acceptable to the Parties; iii. from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of of, as applicable, any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company Tronox that could reasonably be expected to prevent, delay or impede the Restructuring solicitation, confirmation or consummation of the Company as contemplated by the Term Sheet, the Plan or any other document filed with the Bankruptcy Court in furtherance of soliciting or confirming the PlanPlan or consuming the transactions contemplated thereby; iiiv. agree agree, if applicable, to permit disclosure in the Disclosure Statement and any filings by the Company Tronox with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount ; v. following receipt of the Charter Claims held Disclosure Statement and other related solicitation materials approved by the Undersigned Holder shall be disclosed only Bankruptcy Court, vote all Claims that it holds or controls, if any, in favor of the Plan by delivering its duly executed and timely completed ballot or ballots accepting the Plan to the Company balloting agent for the Plan, and it shall not be disclosed by the Company to any other person thereafter withdraw or entity; iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with change such vote so long as the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has Disclosure Statement are not occurred, or has occurred but has been duly waived or cured modified except in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claim, further agree that they shall not:this Agreement; i. vi. not object to or otherwise commence any proceeding or take any other action opposing any of the terms of this Agreement, the Term Sheet, the Disclosure Statement or the Plan; orand iivii. take any action that is inconsistent with, or that would delay approval in the case of the Disclosure Statement or Confirmation Creditors’ Committee, recommend its members to vote in favor of the Plan.

Support of Plan. (a) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Undersigned HolderConsenting Holders, agrees for itself that, so as long as it each such Consenting Holder remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Movie Gallery Claims, agrees that, subject to the proviso in Section 2 1 hereof, by having executed and become party to this Agreement, it will: i. (i) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company Debtors that could reasonably be expected to prevent, delay or impede the Restructuring restructuring of the Company Debtors as contemplated by the Plan Term Sheet, the Plan or any other document filed in connection with the Bankruptcy Court in furtherance of confirming the Plan;Plan (each, a “Reorganization Document”); and (ii. ) agree to permit disclosure in the Disclosure Statement and any filings by the Company Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Charter Movie Gallery Claims held by the Undersigned any individual Consenting Holder shall be disclosed only to the Company Debtors and shall not be disclosed by the Company Debtors to any other person or entity;Entity. iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”b) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company Debtors and the Undersigned each Consenting Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager a Holder of or with power and/or authority to bind any Charter Movie Gallery Claim, further agree that they shall not: i. (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan Term Sheet, the Disclosure Statement or the Plan; orand (ii. ) take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or Confirmation confirmation of the Plan.

Support of Plan. (a) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Undersigned HolderConsenting Holders, agrees for itself that, so as long as it each such Consenting Holder remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter TOUSA Claims, agrees that, subject to the proviso in Section 2 1 hereof, by having executed and become party to this Agreement, it will: i. (i) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company Debtors that could reasonably be expected to prevent, delay or impede the Restructuring restructuring of the Company Debtors as contemplated by the Plan Term Sheet, the Plan or any other document filed in connection with the Bankruptcy Court in furtherance of confirming the Plan;Plan (each, a “Reorganization Document”); and (ii. ) agree to permit disclosure in the Disclosure Statement and any filings by the Company Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate TOUSA Claims held by all Consenting Holders; provided that the amount of the Charter TOUSA Claims held by the Undersigned any individual Consenting Holder shall be disclosed only to the Company Debtors and shall not be disclosed by the Company Debtors to any other person or entity;Entity. iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”b) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company Debtors and the Undersigned each Consenting Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager a Senior Note Holder of or with power and/or authority to bind any Charter TOUSA Claim, further agree that they shall not: i. not object in court to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan Term Sheet, the Disclosure Statement or the Plan; or ii. take any action provided, however, that if an unsolicited offer to purchase or invest in the Company is inconsistent withreceived, or that would delay approval of which such Consenting Holder in its reasonable discretion, believes will provide for higher recoveries than those contemplated by the Disclosure Statement or Confirmation of the PlanPlan Term Sheet, then such Consenting Holder shall be free to discuss and negotiate such unsolicited offer.