Common use of Support of Restructuring Transaction Clause in Contracts

Support of Restructuring Transaction. Each of the Supporting Parties agrees that, for the duration of the Restructuring Support Period, such Supporting Party shall (including directing the First Lien Agent and the Second Lien Agent, and the Convertible Notes Trustee, as necessary): (i) subject to receipt of a Disclosure Statement approved by the Bankruptcy Court soliciting votes on the Plan for the RCS Debtors and a Disclosure Statement soliciting votes on the Plan for the Non-RCS Debtors, timely vote or cause to be voted in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying solicitation materials, all Claims and Interests in voting classes now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, to accept each Plan, by delivering its duly executed and completed ballots accepting each Plan on a timely basis following the commencement of the Solicitation of such Plan, which ballots shall be in favor of and not indicate that the Supporting Party opts out of any releases and exculpation provided under each Plan; provided that such vote shall be immediately revoked and deemed void ab initio upon termination of this Agreement pursuant to the terms hereof (except any termination pursuant to Section 6(e) hereof); (ii) not change or withdraw (or seek or cause to be changed or withdrawn) any such vote; (iii) not (A) object to, delay, impede or take any other action to interfere with acceptance or implementation of each Plan, (B) directly or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 the Company or any of its Affiliates or subsidiaries other than each Plan, (C) object to or otherwise commence any proceeding, take any action opposing, or support any other Person’s efforts to oppose or object to, any of the terms of the DIP Facility, the terms of the DIP Order, the final relief sought in any “first day” motions and other motions consistent with this Agreement filed by any RCS Debtor or any Non-RCS Debtor in furtherance of the Restructuring Transaction or (D) otherwise take any action that would in any material respect interfere with, delay or postpone the consummation of the Restructuring Transaction; (iv) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation of, the Restructuring Transaction (including without limitation, approval of the Restructuring Documents and DIP Credit Agreement, and other relief that may be set forth in the DIP Order, as applicable, the confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan) and (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring Transaction; (v) not (A) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in or otherwise participate in any negotiations or discussions regarding, or vote for, any Alternative Transaction, (B) support or encourage the termination or modification of the Company’s exclusive period for the filing of a plan or the Company’s exclusive period to solicit votes on a plan, (C) take any other action, including initiating any legal proceedings or enforcing rights as a holder of Claims and Interests, as applicable, that is inconsistent with this Agreement or the Restructuring Documents, or that would reasonably be expected to prevent, interfere with, delay or impede the implementation or consummation of the Restructuring Transaction (including the Bankruptcy Court’s approval of the Restructuring Documents, the Solicitation and confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan), and (D) oppose or object to, or support any other Person’s efforts to oppose or object to, any motions filed by the Company that are not inconsistent with this Agreement; (vi) timely vote or cause to be voted any Claims and Interests now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, against any Alternative Transaction; and (vii) forbear from exercising any of its rights and remedies under the First Lien Loan Documents, the Second Lien Loan Documents or the Luxor Notes, as applicable, against (A) any Non-RCS Debtor prior to Non-RCS Debtors’ Commencement Date and (B) any Subsidiary Guarantor that is not an RCS Debtor or a Non-RCS Debtor.

Support of Restructuring Transaction. Each of the Supporting Parties agrees that, for the duration of the Restructuring Support PeriodParty (severally and not jointly), such Supporting Party shall (including directing as the First Lien Agent legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind any claims held by it, from the RSA Effective Date and for so long as this Agreement has not been terminated in accordance with the terms hereof by or as to a Restructuring Support Party, unless otherwise consented to in writing by the Debtors and the Second Lien AgentRequisite Majority Consenting Noteholders, and the Convertible Notes Trustee, as necessary):shall: (i) subject (A) vote all of its claims against the Debtors now or hereafter owned by such Restructuring Support Party (or for which such Restructuring Support Party now or hereafter has voting control over) to receipt of a Disclosure Statement approved by the Bankruptcy Court soliciting votes on accept the Plan for the RCS Debtors and a Disclosure Statement soliciting votes on the Plan for the Non-RCS Debtors, timely vote or cause to be voted in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying solicitation materialsthe Solicitation Materials, all Claims and Interests in voting classes now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, to accept each Plan, by delivering its duly executed and completed ballots accepting each Plan on a timely basis following the commencement upon receipt of the Disclosure Statement and Solicitation of such Plan, which ballots shall be Materials approved by the Bankruptcy Court; (B) timely return a duly-executed ballot in favor of connection therewith; and (C) not indicate that the Supporting Party opts out “opt out” of any releases and exculpation provided under each the Plan; (ii) not withdraw, amend, or revoke (or cause to be withdrawn, amended, or revoked) its tender, consent, or vote with respect to the Plan; provided provided, however, that such vote shall may be immediately revoked and (and, upon such revocation, deemed void ab initio upon initio) by such Restructuring Support Party at any time if this Agreement is terminated with respect to such Restructuring Support Party (it being understood by the Parties that any modification of the Plan that results in a termination of this Agreement pursuant to Section 7 hereof shall entitle such Restructuring Support Party an opportunity to change its vote in accordance with section 1127(d) of the terms hereof (except any termination pursuant Bankruptcy Code, and the Solicitation Materials with respect to Section 6(e) hereofthe Plan shall be consistent with this proviso); (ii) not change or withdraw (or seek or cause to be changed or withdrawn) any such vote; (iii) not (A) object to, delay, impede impede, or take any other action to interfere with acceptance the Restructuring Transaction, or implementation of each Plan, (B) directly or indirectly solicit, encourage, propose, file, support, participate in the formulation of or vote for, for any restructuring, sale of assetsworkout, merger, workout or chapter 11 plan of reorganization for the Company or any of its Affiliates or subsidiaries Debtors other than each Plan, (C) object to or otherwise commence any proceeding, take any action opposing, or support any other Person’s efforts to oppose or object to, any of the terms of the DIP Facility, the terms of the DIP Order, the final relief sought in any “first day” motions and other motions consistent with this Agreement filed by any RCS Debtor or any Non-RCS Debtor in furtherance of the Restructuring Transaction or (D) otherwise take any action that would in any material respect interfere with, delay or postpone and the consummation of the Restructuring Transaction;Plan; and (iv) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation of, the Restructuring Transaction (including without limitation, approval of the Restructuring Documents and DIP Credit Agreement, and other relief that may be set forth in the DIP Order, as applicable, the confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan) and (B) not take any other action that is materially inconsistent with the implementation or consummation of the Restructuring Transaction; (v) not (A) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in or otherwise participate in any negotiations or discussions regarding, or vote for, any Alternative Transaction, (B) support or encourage the termination or modification of the Company’s exclusive period for the filing of a plan or the Company’s exclusive period to solicit votes on a plan, (C) take any other action, including initiating any legal proceedings or enforcing rights as a holder of Claims and Interests, as applicable, that is inconsistent with this Agreement or the Restructuring Documents, or that would reasonably be expected to prevent, interfere with, delay or impede the implementation or consummation of the Restructuring Transaction (including the Bankruptcy Court’s approval of the Restructuring Documents, the Solicitation and confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan), and (D) oppose or object to, or support any other Person’s efforts to oppose or object to, any motions filed by the Company that are not inconsistent with its obligations under this Agreement; (vi) timely vote or cause to be voted any Claims and Interests now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, against any Alternative Transaction; and (vii) forbear from exercising any of its rights and remedies under the First Lien Loan Documents, the Second Lien Loan Documents or the Luxor Notes, as applicable, against (A) any Non-RCS Debtor prior to Non-RCS Debtors’ Commencement Date and (B) any Subsidiary Guarantor that is not an RCS Debtor or a Non-RCS Debtor.

Support of Restructuring Transaction. Each Upon the terms and subject to the conditions of this Agreement and the terms and conditions set forth in the Restructuring Term Sheet, each of the Supporting Parties Consenting Lenders (severally and not jointly) agrees that, for the duration of the Restructuring Support Period, such Supporting Party shall (including directing each of the First Lien Agent and the Second Lien Agent, and the Convertible Notes Trustee, as necessary):Consenting Lenders shall: (i) subject to receipt of a Disclosure Statement approved by the Bankruptcy Court soliciting votes on the Plan for the RCS Debtors and a Disclosure Statement soliciting votes on the Plan for the Non-RCS Debtors, timely vote or cause to be voted in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying solicitation materials, all Claims and Interests in voting classes now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, to accept each Plan, by delivering its duly executed and completed ballots accepting each Plan on a timely basis following the commencement of the Solicitation of such Plan, which ballots shall be in favor of and not indicate that the Supporting Party opts out of any releases and exculpation provided under each Plan; provided that such vote shall be immediately revoked and deemed void ab initio upon termination of this Agreement pursuant to the terms hereof (except any termination pursuant to Section 6(e) hereof); (ii) not change or withdraw (or seek or cause to be changed or withdrawn) any such vote; (iii) not (A) object to, delay, impede or take any other action to interfere with acceptance or implementation of each Plan, (B) 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 the Company or any of its Affiliates or subsidiaries other than each Plan, (C) object to or otherwise commence any proceeding, take any action opposing, or support any other Person’s efforts to oppose or object to, any of the terms of the DIP Facility, the terms of the DIP Order, the final relief sought in any “first day” motions and other motions consistent with this Agreement filed by any RCS Debtor or any Non-RCS Debtor in furtherance of the Restructuring Transaction or (D) otherwise take any action that would in any material respect interfere with, delay or postpone the consummation of the Restructuring Transaction; (iv) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation ofof the Plan Transaction and the approval by the Bankruptcy Court of this Agreement, the Restructuring Transaction First Day Motions, the RSA Assumption Motion, the RSA Order, the DIP Facility, the Interim DIP Order, the Final DIP Order, and the Plan Documents, in each case, in a timely manner; (including ii) if applicable, support and take all reasonable actions necessary to facilitate the implementation and consummation of an Out-of-Court Transaction, including, without limitation, approval of the Restructuring Documents negotiating in good faith all documents necessary and DIP Credit Agreement, and other relief that may be set forth in the DIP Order, as applicable, the confirmation of each Plan and the consummation of the Restructuring Transaction pursuant appropriate to each Plan) and (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring consummate such Out-of-Court Transaction; (viii) negotiate in good faith, execute (to the extent such Transaction Party is a party thereto) and otherwise support the DIP Credit Agreement and other documents related to the DIP Facility and the Plan Documents, as applicable; (iv) except in connection with a Restructuring Transaction, not (A) directly or indirectly seek, proposesolicit, consent to, or vote its Credit Agreement Obligations for, support, assistparticipate in, encourage, solicit, engage assist in or otherwise participate in any negotiations or discussions regarding, or vote for, any Alternative Transaction, (B) support or encourage the termination or modification of the Company’s exclusive period for the filing of a any plan of reorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of stock or assets, refinancing, or restructuring of the Company’s exclusive period to solicit votes on a plan, (CB) take any other action (or instruct or direct any agent under the Credit Agreement to take any other action), including but not limited to, initiating or joining in any legal proceedings or enforcing rights as a holder of Claims and Interests, as applicableLoans, that is inconsistent with this Agreement Agreement, the Restructuring Term Sheet, the DIP Facility, the Plan or the Restructuring Plan Documents, or that would is reasonably be expected likely to prevent, hinder, interfere with, delay or impede the implementation or consummation of the a Restructuring Transaction (including including, but not limited to, the Bankruptcy Court’s approval of the Restructuring Plan Documents, the DIP Facility, the Plan, the Plan Solicitation and confirmation of each Plan and the consummation Plan), or (C) encourage any person or entity to take any of the Restructuring Transaction pursuant actions described in the preceding clauses (A) and (B) in this Agreement; (A) subject to each the receipt by the Consenting Lenders of an approved Disclosure Statement in accordance with the Plan Solicitation, (i) timely vote, or cause to be voted, all of its Credit Agreement Obligations and any other claims against, or interests in, the Company now or hereafter owned by such Consenting Lender (or for which such Consenting Lender now or hereafter has voting control over) to accept the Plan, (ii) timely return a duly- executed ballot in connection therewith; and (iii) not “opt out” of or object to any releases or exculpation provided under the Plan (and to the extent required by such ballot, affirmatively “opt in” to such releases and exculpation), and (DB) oppose or object to, or support any other Person’s efforts to oppose or object to, any motions filed by the Company that are not inconsistent except in connection with Section 7(d) of this Agreement, not change, withdraw, amend or revoke such vote or seek to change, withdraw, amend or revoke such vote (or otherwise cause or direct such vote to be changed, withdrawn, amended or revoked); (vi) timely vote or cause to be voted all of its Credit Agreement Obligations and any Claims and Interests other claims against, or interests in, the Company now or hereafter beneficially owned by such Supporting Party Consenting Lender (or for which it such Consenting Lender now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereofhas voting control over), as applicable, against and not consent to, or otherwise directly or indirectly support, solicit, assist, encourage or participate in the formulation, pursuit or support of, any Alternative Transaction; and (vii) forbear from exercising any of its if the agent under the Credit Agreement announces that it intends to exercise, or does exercise, rights and or remedies under the First Lien Loan Documentssuch Credit Agreement or any related financing or security document, the Second Lien Loan Documents promptly direct such agent not to exercise any rights (including rights of acceleration or the Luxor Notes, as applicable, against (Apayment) or remedies or assert or bring any Non-RCS Debtor prior claims under or with respect to Non-RCS Debtors’ Commencement Date and (B) such Credit Agreement or any Subsidiary Guarantor that is not an RCS Debtor related financing or a Non-RCS Debtorsecurity document.

Support of Restructuring Transaction. Each of the Supporting Parties agrees that, for the duration of the Restructuring Support Period, such Supporting Party shall (including directing the First Lien Agent and the Second Lien Agent, and the Convertible Notes Trustee, as necessary):shall: (i) subject to receipt of a Disclosure Statement approved by the Bankruptcy Court soliciting votes on the Plan for the RCS Debtors and a Disclosure Statement soliciting votes on the Plan for the Non-RCS DebtorsPlan, timely vote or cause to be voted in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying solicitation materials, all its Claims and Interests in voting classes now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereofInterests, as applicable, to accept each the Plan, by delivering its duly executed and completed ballots accepting each the Plan on a timely basis following the commencement of the Solicitation of such PlanSolicitation, which ballots shall be in favor of and not indicate that the Supporting Party opts out of any third-party releases and exculpation provided under each the Plan; provided that such vote shall be immediately revoked and deemed void ab initio upon termination of this Agreement pursuant to the terms hereof (except any termination pursuant to Section 6(e7(d) hereof); (ii) not change or withdraw (or seek or cause to be changed or withdrawn) any such vote; (iii) not (Ax) object to, delay, impede or take any other action to interfere with acceptance or implementation of each the Plan, (By) 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 the Company or any of its Affiliates affiliates or subsidiaries other than each Plan, (C) object to or otherwise commence any proceeding, take any action opposing, or support any other Person’s efforts to oppose or object to, any of the terms of the DIP Facility, the terms of the DIP Order, the final relief sought in any “first day” motions and other motions consistent with this Agreement filed by any RCS Debtor or any Non-RCS Debtor in furtherance of the Restructuring Transaction Plan or (Dz) otherwise take any action that would in any material respect interfere with, delay or postpone the consummation of the Restructuring Transaction; (iv) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation of, the Restructuring Transaction (including without limitation, the Bankruptcy Court’s approval of the Restructuring Documents and DIP Credit Agreement, and other relief that may be set forth in the DIP Order, as applicableDocuments, the Solicitation and confirmation of each the Plan and the consummation of the Restructuring Transaction pursuant to each the Plan) and (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring Transaction); (v) not (A1) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in or otherwise participate in any negotiations or discussions regarding, or vote for, any Alternative Transaction, (B1) support or encourage the termination or modification of the Company’s exclusive period for the filing of a plan or the Company’s exclusive period to solicit votes on a plan, (C1) take any other action, including initiating any legal proceedings or enforcing rights as a holder of Claims and Interests, as applicable, that is inconsistent with this Agreement or the Restructuring Documents, or that would reasonably be expected to prevent, interfere with, delay or impede the implementation or consummation of the Restructuring Transaction (including the Bankruptcy Court’s approval of the Restructuring Documents, the Solicitation and confirmation of each the Plan and the consummation of the Restructuring Transaction pursuant to each the Plan), ; and (D1) oppose or object to, or support any other Person’s efforts to oppose or object to, any motions filed by the Company that are not inconsistent with this Agreement; (vi) support, and not object to, the Company’s establishment (including the Company’s motion seeking approval of) and the Bankruptcy Court’s approval of a customary key employee retention plan and key employee incentive plan for certain employees of the Company on terms and conditions reasonably acceptable to the Supporting Parties; (vii) timely vote or cause to be voted any its Claims and Interests now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereofInterests, as applicable, against any Alternative Transaction; and (viiviii) forbear from exercising any concurrently with the delivery to the Debtors of executed signature pages to this Agreement, deliver to the Company its rights executed signature pages to the DIP Credit Agreement and remedies under the First Lien Loan Documents, the Second Lien Loan Documents or the Luxor Notes, as applicable, against (A) any Non-RCS Debtor prior to Non-RCS Debtors’ Commencement Date and (B) any Subsidiary Guarantor that is not an RCS Debtor or a Non-RCS DebtorEquity Commitment Agreement.

Support of Restructuring Transaction. Each of the Supporting Parties agrees that, for the duration of the Restructuring Support Period, such Supporting Party shall (including directing the First Lien Agent and the Second Lien Agent, and the Convertible Notes Trustee, as necessary):; provided, however, that no Supporting Party shall be required to provide an indemnification or incur any liability in connection with any such direction: (i) subject to receipt support the consummation of a Disclosure Statement approved the Restructuring Transaction, validly and timely tender 100% of the Notes held by such Supporting Party into the Bankruptcy Court soliciting votes Exchange Offer (or, in the case of Xxxxxxxx, irrevocably tender the Xxxxxxxx Notes in the Notes Equity Conversion) in accordance with the terms set forth on the Plan for Term Sheet and, to the RCS Debtors and a Disclosure Statement soliciting votes on the Plan for the Non-RCS Debtorsextent reasonably necessary, timely vote or cause to be voted in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying solicitation materials, Indenture or Applicable Law all Claims and Interests in voting classes now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager manager, or advisor for beneficial holders thereof, as applicable, to accept each Plan, by delivering its duly executed and completed ballots accepting each Plan on a timely basis following effect the commencement of the Solicitation of such Plan, which ballots shall be in favor of and not indicate that the Supporting Party opts Restructuring Transaction out of any releases and exculpation provided under each Plan; provided that such vote shall be immediately revoked and deemed void ab initio upon termination of this Agreement pursuant to the terms hereof (except any termination pursuant to Section 6(e) hereof)court; (ii) not change or withdraw (or seek or cause to be changed or withdrawn) its support for the Restructuring Transaction or any such votevote under the Indenture; (iii) not (A) object to, delay, impede impede, or take any other action to interfere with acceptance or implementation of each Plan, the Restructuring Transaction; (B) take any action, including initiating any Legal Proceedings or enforcing rights as a holder of Claims and Interests, as applicable, that is inconsistent with the Operative Documents or the Restructuring Documents, or that would prevent, interfere with, delay, postpone or impede the implementation or consummation of the Restructuring Transaction; or (C) directly or indirectly solicitseek, propose, support, assist, encourage, proposesolicit, fileengage in, support, file or otherwise participate in the formulation of any negotiations or discussions regarding, vote for, any restructuring, sale of assets, merger, workout or plan of reorganization for the Company or any of its Affiliates or subsidiaries other than each Plan, (C) object to or otherwise commence any proceeding, take any action opposing, or support any other Person’s efforts to oppose or object toformulate, any of the terms of the DIP Facility, the terms of the DIP Order, the final relief sought in any “first day” motions and other motions consistent with this Agreement filed by any RCS Debtor or any Non-RCS Debtor in furtherance of the Restructuring Transaction or (D) otherwise take any action that would in any material respect interfere with, delay or postpone the consummation of the Restructuring Alternative Transaction; (iv) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation of, of the Restructuring Transaction (including without limitation, approval of the Restructuring Documents and DIP Credit Agreement, and other relief that may be set forth in the DIP Order, as applicable, the confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan) Documents); and (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring Transaction;; and (v) not (A) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in or otherwise participate in any negotiations or discussions regarding, or vote for, any Alternative Transaction, (B) support or encourage the termination or modification of the Company’s exclusive period for the filing of a plan or the Company’s exclusive period to solicit votes on a plan, (C) take any other action, including initiating any legal proceedings or enforcing rights as a holder of Claims and Interests, as applicable, that is inconsistent with this Agreement or the Restructuring Documents, or that would reasonably be expected to prevent, interfere with, delay or impede the implementation or consummation of the Restructuring Transaction (including the Bankruptcy Court’s approval of the Restructuring Documents, the Solicitation and confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan), and (D) oppose or object to, or support any other Person’s efforts to oppose or object to, any motions filed by the Company that are not inconsistent with this Agreement; (vi) timely vote or cause to be voted voted, to the extent applicable, any Claims and Interests now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager manager, or advisor for beneficial holders thereof, as applicable, against any Alternative Transaction; and (vii) forbear from exercising any of its rights and remedies under the First Lien Loan Documents, the Second Lien Loan Documents or the Luxor Notes, as applicable, against (A) any Non-RCS Debtor prior to Non-RCS Debtors’ Commencement Date and (B) any Subsidiary Guarantor that is not an RCS Debtor or a Non-RCS Debtor.

Support of Restructuring Transaction. Each of the Supporting Parties agrees that, for the duration of the Restructuring Support Period, such Supporting Party shall (including directing the First Lien Agent and the Second Lien Agent, and the Convertible Notes Trustee, as necessary): (i) subject to receipt of a Disclosure Statement approved by the Bankruptcy Court soliciting votes on the Plan for the RCS Debtors and a Disclosure Statement soliciting votes on the Plan for the Non-RCS Debtors, timely vote or cause to be voted in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying solicitation materials, all Claims and Interests in voting classes now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, to accept each Plan, by delivering its duly executed and completed ballots accepting each Plan on a timely basis following the commencement of the Solicitation of such Plan, which ballots shall be in favor of and not indicate that the Supporting Party opts out of any releases and exculpation provided under each Plan; provided that such vote shall be immediately revoked and deemed void ab initio upon termination of this Agreement pursuant to the terms hereof (except any termination pursuant to Section 6(e) hereof); (ii) not change or withdraw (or seek or cause to be changed or withdrawn) any such vote; (iii) not (A) object to, delay, impede or take any other action to interfere with acceptance or implementation of each Plan, (B) 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 the Company or any of its Affiliates or subsidiaries other than each Plan, (C) object to or otherwise commence any proceeding, take any action opposing, or support any other Person’s efforts to oppose or object to, any of the terms of the DIP Facility, the terms of the DIP Order, the final relief sought in any “first day” motions and other motions consistent with this Agreement filed by any RCS Debtor or any Non-RCS Debtor in furtherance of the Restructuring Transaction or (D) otherwise take any action that would in any material respect interfere with, delay or postpone the consummation of the Restructuring Transaction; (iv) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation of, the Restructuring Transaction (including without limitation, approval of the Restructuring Documents and DIP Credit Agreement, and other relief that may be set forth in the DIP Order, as applicable, the confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan) and (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring Transaction; (v) not (A) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in or otherwise participate in any negotiations or discussions regarding, or vote for, any Alternative Transaction, (B) support or encourage the termination or modification of the Company’s exclusive period for the filing of a plan or the Company’s exclusive period to solicit votes on a plan, (C) take any other action, including initiating any legal proceedings or enforcing rights as a holder of Claims and Interests, as applicable, that is inconsistent with this Agreement or the Restructuring Documents, or that would reasonably be expected to prevent, interfere with, delay or impede the implementation or consummation of the Restructuring Transaction (including the Bankruptcy Court’s approval of the Restructuring Documents, the Solicitation and confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan), and (D) oppose or object to, or support any other Person’s efforts to oppose or object to, any motions filed by the Company that are not inconsistent with this Agreement; (vi) timely vote or cause to be voted any Claims and Interests now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, against any Alternative Transaction; and (vii) forbear from exercising any of its rights and remedies under the First Lien Loan Documents, the Second Lien Loan Documents or the Luxor Notes, as applicable, against (A) any Non-RCS Debtor prior to Non-RCS Debtors’ Commencement Date and (B) any Subsidiary Guarantor that is not an RCS Debtor or a Non-RCS Debtor.,

Support of Restructuring Transaction. Each of Upon the Supporting Parties terms and subject to the conditions hereof, ESW agrees to comply with the following covenants and that, for the duration of the Restructuring Support Period, such Supporting Party shall (it shall: i) Support and take all actions necessary or reasonably requested by the Company to facilitate the implementation and consummation of the Restructuring Transaction in a timely manner, including directing the First Lien Agent filing of the Plan, an accompanying Disclosure Statement and all other Definitive Documents required to be filed in connection with the Second Lien AgentSolicitation, if any, of votes on, and confirmation of, the Convertible Notes TrusteePlan; provided that nothing herein shall impose on ESW any requirement to agree to a) extend the Termination Date, as necessary):or b) increase the Consideration, or c) waive or modify any material condition or provision of this Agreement, or any Definitive Document. ii) (iA) subject To the extent permitted by sections 1125 and 1126 of the Bankruptcy Code, (I) timely vote, or cause to receipt be voted, all of a Disclosure Statement approved the Claims and Subject Interests held by ESW which are in classes entitled to vote by timely delivering its duly executed and completed ballot(s) accepting the Plan following commencement of the Solicitation, if any, and (II) not “opt out” of, or object to, any releases or exculpations provided under the Plan, including without limitation any third party releases (and, to the extent required by the Bankruptcy Court soliciting votes on the Plan for the RCS Debtors ballot, affirmatively “opt in” to such releases and a Disclosure Statement soliciting votes on the Plan for the Non-RCS Debtorsexculpations), timely and (B) not change, withdraw or revoke such vote (or cause or direct such vote to be changed, withdrawn or revoked); and iii) Timely vote or cause to be voted in accordance with the applicable procedures set forth in the Disclosure Statement and accompanying solicitation materials, all its Claims and Subject Interests in voting classes now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, to accept each Plan, by delivering its duly executed and completed ballots accepting each Plan on a timely basis following the commencement of the Solicitation of such Plan, which ballots shall be in favor of and not indicate that the Supporting Party opts out of any releases and exculpation provided under each Plan; provided that such vote shall be immediately revoked and deemed void ab initio upon termination of this Agreement pursuant to the terms hereof (except any termination pursuant to Section 6(e) hereof); (ii) not change or withdraw (or seek or cause to be changed or withdrawn) any such vote; (iii) not (A) object to, delay, impede or take any other action to interfere with acceptance or implementation of each Plan, (B) 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 the Company or any of its Affiliates or subsidiaries other than each Plan, (C) object to or otherwise commence any proceeding, take any action opposing, or support any other Person’s efforts to oppose or object to, any of the terms of the DIP Facility, the terms of the DIP Order, the final relief sought in any “first day” motions and other motions consistent with this Agreement filed by any RCS Debtor or any Non-RCS Debtor in furtherance of the Restructuring Transaction or (D) otherwise take any action that would in any material respect interfere with, delay or postpone the consummation of the Restructuring Transaction; (iv) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation of, the Restructuring Transaction (including without limitation, approval of the Restructuring Documents and DIP Credit Agreement, and other relief that may be set forth in the DIP Order, as applicable, the confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan) and (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring Transaction; (v) not (A) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in or otherwise participate in any negotiations or discussions regarding, or vote for, any Alternative Transaction, (B) support or encourage the termination or modification of the Company’s exclusive period for the filing of a plan or the Company’s exclusive period to solicit votes on a plan, (C) take any other action, including initiating any legal proceedings or enforcing rights as a holder of Claims and Interests, as applicable, that is inconsistent with this Agreement or the Restructuring Documents, or that would reasonably be expected to prevent, interfere with, delay or impede the implementation or consummation of the Restructuring Transaction (including the Bankruptcy Court’s approval of the Restructuring Documents, the Solicitation and confirmation of each Plan and the consummation of the Restructuring Transaction pursuant to each Plan), and (D) oppose or object to, or support any other Person’s efforts to oppose or object to, any motions filed by the Company that are not inconsistent with this Agreement; (vi) timely vote or cause to be voted any Claims and Interests now or hereafter beneficially owned by such Supporting Party or for which it now or hereafter serves as the nominee, investment manager or advisor for beneficial holders thereof, as applicable, against any Alternative Transaction; and (vii) forbear from exercising any of its rights and remedies under the First Lien Loan Documents, the Second Lien Loan Documents or the Luxor Notes, as applicable, against (A) any Non-RCS Debtor prior to Non-RCS Debtors’ Commencement Date and (B) any Subsidiary Guarantor that is not an RCS Debtor or a Non-RCS Debtor.