Common use of Support of the Plan Clause in Contracts

Support of the Plan. (i) Until the occurrence of the Outside Date, except to the extent that, and for as long as, they shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition, each of the Parties agrees to pursue and otherwise support the Transaction, to do all things reasonably necessary to consummate the Transaction, and to: (a) not object to, or challenge the Transaction, or otherwise commence or participate in any proceeding which fails to support the Transaction or any Transaction Document (except to the extent that any Transaction Document is inconsistent with the terms of this Agreement); (b) not directly or indirectly seek, solicit, support, formulate, prosecute or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor or the Property that could reasonably be expected to prevent, delay or impede the consummation of the Transaction or any Transaction Document; (c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document; (d) not (x) direct or encourage any person to take any action that is inconsistent with its obligations under this Agreement or that could impede or delay the implementation and consummation of the Transaction, or (y) support, in any way, any person who may take any action that is inconsistent with or would prevent the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien Lenders, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent to the effectiveness of the New Secured Loan Documents to be satisfied (to the extent they are within the applicable Party’s reasonable control). (ii) In addition to the provisions contained in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member of the Senior Group, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its First Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order; (d) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting (or supporting any other person in contesting) any aspect of the Transaction; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf of any other member of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.

Support of the Plan. (i) Until it and its Affiliates will not (A) object, directly or indirectly, to the occurrence confirmation of the Outside DatePlan, except subject to the extent that, its receipt of a Disclosure Statement and for as long as, they shall be prohibited from taking any other solicitation materials in respect of the following actions due to any injunctionPlan that is approved by the Bankruptcy Court, order, law or other judicial or legal prohibition, each as containing “adequate information” under section 1125 of the Parties agrees to pursue and otherwise support the TransactionBankruptcy Code (as may be amended, to do all things reasonably necessary to consummate the Transaction, and to: (a) not object to, modified or challenge the Transaction, or otherwise commence or participate changed in any proceeding which fails to support the Transaction or any Transaction Document (except to the extent that any Transaction Document is inconsistent accordance with the terms of this Agreement); , (bB) not object, directly or indirectly, to the approval of the Disclosure Statement (as may be amended, modified or changed in accordance with this Agreement), (C) vote for or support any plan of reorganization other than, subject to its receipt of a Disclosure Statement and other solicitation materials in respect of the Plan that is approved by the Bankruptcy Court, the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement), (D) directly or indirectly seek, solicit, support, formulate, prosecute or encourage support any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, or restructuring of the Debtor or the Property that could reasonably be expected to prevent, delay or impede the consummation of the Transaction Company or any Transaction Document; of its Subsidiaries other than as provided in the Plan (c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent withas such Plan may be amended, modified or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document; (d) not (x) direct or encourage any person to take any action that is inconsistent changed in accordance with its obligations under this Agreement or that could impede or delay the implementation and consummation of the TransactionAgreement), or (yE) support, subject to its receipt of a Disclosure Statement and other solicitation materials in any way, any person who may take any action respect of the Plan that is inconsistent with or would prevent approved by the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien LendersBankruptcy Court, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent object to the effectiveness solicitation of the New Secured Loan Documents to be satisfied (consents to the extent they are within the applicable Party’s reasonable controlPlan (each as may be amended, modified or changed in accordance with this Agreement).; (ii) In addition it will, and it will cause its Affiliates to, (A) subject to the provisions contained its receipt of a Disclosure Statement and other solicitation materials in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member respect of the Senior Group, Plan that so long as it is approved by the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the SolicitationBankruptcy Court, vote or cause to be voted its First Lien Secured Claims to accept the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement), and not revoke or withdraw its vote)(B) reasonably cooperate with the TSN Debtors in respect of the pursuit and support of the transactions contemplated by this Agreement and the Plan; (biii) vote against for so long as this Agreement remains in effect, it and in no way otherwiseits Affiliates will not sell, transfer, assign, pledge or otherwise dispose of, directly or indirectly, support any restructuringof its debt or Claims, reorganization or liquidation of the Debtor (or any plan option thereon or proposal in respect of the sameany right or interest (voting or otherwise) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order; (d) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting (or supporting any other person in contesting) any aspect of the Transactiontherein; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf of any other member of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent thatit or its Affiliates acquire additional Claims, such Plan Sponsor and for as long as, it its Affiliates agree that such Claims are and shall be prohibited from taking any of the following actions due subject to any injunction, order, law or other judicial or legal prohibitionthis Section 7(a), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.

Support of the Plan. (1) Each Consenting Holder agrees that it will (i) Until from and after the occurrence date hereof not agree to, consent to, provide any support to, participate in the formulation of, or vote for any plan of reorganization or liquidation, other than the Plan; (ii) execute and deliver a customary letter, in form and substance reasonably satisfactory to the Company and such Consenting Holder, from the Consenting Holder for distribution to the holders of any impaired claims against or interests in the Company, stating that such Consenting Holder supports and has committed to vote to approve the Plan; and (iii) agree to permit disclosure in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the Outside Datecontents of this Agreement, including, but not limited to, the commitments given in clause (i) of this Section 2(a) and the aggregate Relevant Claims held by all Consenting Holders; provided that the Company shall not disclose the number of shares of Common Stock comprising the Relevant Claim of any individual Consenting Holder, except as otherwise required by applicable law. (2) Each Consenting Holder further agrees that it shall not object to the extent thator otherwise commence any proceeding, and for as long asor take any other action, they shall be prohibited from taking to oppose or alter any of the following actions due to any injunction, order, law or other judicial or legal prohibition, each terms of the Parties agrees to pursue Plan or any other document filed in connection with the confirmation of the Plan (hereinafter a "Reorganization Document") and otherwise support the Transaction, to do all things reasonably necessary to consummate the Transaction, and to: (a) shall not object totake any action which is inconsistent with, or challenge that would delay approval or confirmation of any of the TransactionDisclosure Statement, or otherwise commence or participate in any proceeding which fails to support the Transaction Plan or any Transaction Document (except to of the extent Reorganization Documents; provided that any Transaction Document is inconsistent with the terms of this Agreement); (b) not all such Reorganization Documents are customary and otherwise consistent with the material terms of the Plan. Without limiting the generality of the foregoing, no Consenting Holder may directly or indirectly seek, solicit, support, formulate, prosecute support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor Company or the Property any of its subsidiaries that could reasonably be expected to prevent, delay or impede the consummation restructuring of the Transaction Company as contemplated by the Plan or any Transaction Reorganization Document; (c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document; (d) not (x) direct or encourage any person to take any action that is inconsistent with its obligations under this Agreement or that could impede or delay the implementation and consummation of the Transaction, or (y) support, in any way, any person who may take any action that is inconsistent with or would prevent the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien Lenders, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent to the effectiveness of the New Secured Loan Documents to be satisfied (to the extent they are within the applicable Party’s reasonable control). (ii) In addition to the provisions contained in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member of the Senior Group, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its First Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order; (d) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting (or supporting any other person in contesting) any aspect of the Transaction; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf of any other member of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.

Support of the Plan. (i) Until Subject to Section 14 of this Agreement, as long as this Agreement remains in effect, each Consenting Preferred Stockholder will, subject to the occurrence provisions of this Agreement, support and, when properly solicited to do so, vote for the Plan. As long as this Agreement remains in effect, each Consenting Preferred Stockholder, in any capacity, whether as a holder of the Outside Date, except to the extent that, and for as long as, they shall be prohibited from taking any of the following actions due to any injunction, order, law Preferred Stock or other judicial securities or legal prohibitionclaims against MIG, each of the Parties agrees to pursue and otherwise support the Transaction, to do all things reasonably necessary to consummate the Transaction, and to: shall not (a) not oppose the chapter 11 filing; (b) object to, or challenge to confirmation of the Transaction, Plan or otherwise commence any proceeding to oppose or alter the Plan, (c) vote for, consent to, support or participate in the formulation of any proceeding which fails other plan of reorganization or liquidation proposed or filed or to support the Transaction be proposed or filed in any Transaction Document chapter 11 or chapter 7 case commenced in respect of MIG, (except to the extent that any Transaction Document is inconsistent with the terms of this Agreement); (bd) not directly or indirectly seek, solicit, support, formulate, prosecute support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor MIG or the Property any of its subsidiaries that could reasonably be expected to prevent, delay or impede the consummation successful sale of substantially all of MIG's assets and distribution of the Transaction proceeds of such sale as contemplated by the Term Sheet or the Plan, (e) permit any Transaction Document;of its subsidiaries, affiliates, officers, directors, employees, members, investment bankers, attorneys, advisors, agents or representatives (collectively, any "Affiliate") (c1) do all things reasonably necessary to, directly or indirectly, (i) solicit, initiate or encourage the submission of any other plan, (ii) enter into any agreement with respect to consummate the Transaction and not any other plan, or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information, with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may be reasonably expected to lead to, any plan other than the Plan, (f) object to the Disclosure Statement or the solicitation of acceptances to the Plan, or (g) take any action, directly or indirectly, with respect to MIG, any of its subsidiaries or otherwise that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction Plan. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any Consenting Preferred Stockholder or any Transaction Document; (d) Affiliate, whether or not (x) direct or encourage any person such Affiliate is purporting to take any action that is inconsistent with its obligations under this Agreement or that could impede or delay the implementation and consummation act on behalf of the Transactionsuch Consenting Preferred Stockholder, or (y) support, in any way, any person who may take any action that is inconsistent with or would prevent the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien Lenders, the New Borrower) are shall be deemed to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent to the effectiveness material breach of the New Secured Loan Documents to be satisfied (to the extent they are within the applicable Party’s reasonable control)this Agreement by such Consenting Preferred Stockholder. (ii1) In addition to the provisions contained It is acknowledged by both parties that a person or entity having an investment in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to Consenting Preferred Holder will not be assigned in connection with the Transaction) that will be required to consummate the Transactiondeemed an "Affiliate". (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member of the Senior Group, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its First Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order; (d) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting (or supporting any other person in contesting) any aspect of the Transaction; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf of any other member of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.

Support of the Plan. (i) Until it and its Affiliates will not (A) object, directly or indirectly, to the occurrence confirmation of the Outside DatePlan, except subject to the extent that, its receipt of a Disclosure Statement and for as long as, they shall be prohibited from taking any other solicitation materials in respect of the following actions due to any injunctionPlan that is approved by the Bankruptcy Court, order, law or other judicial or legal prohibition, each as containing “adequate information” under section 1125 of the Parties agrees to pursue and otherwise support the TransactionBankruptcy Code (as may be amended, to do all things reasonably necessary to consummate the Transaction, and to: (a) not object to, modified or challenge the Transaction, or otherwise commence or participate changed in any proceeding which fails to support the Transaction or any Transaction Document (except to the extent that any Transaction Document is inconsistent accordance with the terms of this Agreement); , (bB) not object, directly or indirectly, to the approval of the Disclosure Statement (as may be amended, modified or changed in accordance with this Agreement), (C) vote for or support any plan of reorganization other than, subject to its receipt of a Disclosure Statement and other solicitation materials in respect of the Plan that is approved by the Bankruptcy Court, the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement), (D) directly or indirectly seek, solicit, support, formulate, prosecute or encourage support any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, or restructuring of the Debtor or the Property that could reasonably be expected to prevent, delay or impede the consummation of the Transaction Company or any Transaction Document; of its Subsidiaries other than as provided in the Plan (c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent withas such Plan may be amended, modified or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document; (d) not (x) direct or encourage any person to take any action that is inconsistent changed in accordance with its obligations under this Agreement or that could impede or delay the implementation and consummation of the TransactionAgreement), or (yE) support, subject to its receipt of a Disclosure Statement and other solicitation materials in any way, any person who may take any action respect of the Plan that is inconsistent with or would prevent approved by the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien LendersBankruptcy Court, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent object to the effectiveness solicitation of the New Secured Loan Documents to be satisfied (consents to the extent they are within the applicable Party’s reasonable controlPlan (each as may be amended, modified or changed in accordance with this Agreement).; (ii) In addition it will, and it will cause its Affiliates to, (A) subject to the provisions contained its receipt of a Disclosure Statement and other solicitation materials in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member respect of the Senior Group, Plan that so long as it is approved by the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the SolicitationBankruptcy Court, vote or cause to be voted its First Lien Secured Claims to accept the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement), and not revoke or withdraw its vote)(B) reasonably cooperate with the TSN Debtors in respect of the pursuit and support of the transactions contemplated by this Agreement and the Plan; (biii) vote against for so long as this Agreement remains in effect, it and in no way otherwiseits Affiliates will not sell, transfer, assign, pledge or otherwise dispose of, directly or indirectly, support any restructuringof its debt or Claims, reorganization or liquidation of the Debtor (or any plan option thereon or proposal in respect of the sameany right or interest (voting or otherwise) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order; (d) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting (or supporting any other person in contesting) any aspect of the Transactiontherein; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf of any other member of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent thatit or its Affiliates acquire additional Claims, the Plan Sponsorsuch Backstop Party and for as long as, it its Affiliates agree that such Claims are and shall be prohibited from taking any of the following actions due subject to any injunction, order, law or other judicial or legal prohibitionthis Section 6(a), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.

Support of the Plan. (i) Until the occurrence of the Outside Date, or the First Lien Agent’s determination that neither a Sale nor the Plan can be consummated, as set forth in Section 3.1.(a) above, except to the extent that, and for as long as, they shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition, each of the Debtor Parties agrees to pursue and otherwise support the Transaction, to do all things reasonably necessary to consummate the Transaction, and New Entities agree to: (a) not object to, to the Transaction or challenge the Transactionchallenge, or otherwise commence or participate in any proceeding which fails to support the Transaction Transaction, this Agreement, the Plan Funding Agreement, the Equity Sponsor Commitment, the New Secured Loan Documents or any Chapter 11 Transaction Document (except to hereinafter, each a “Transaction Document” and, collectively, the extent that any “Transaction Document is inconsistent with the terms of this AgreementDocuments”);. (b) not directly or indirectly seek, solicit, support, formulate, prosecute or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor or the Property Parties that could reasonably be expected to prevent, delay or impede the consummation of the Transaction or any Transaction Document; (c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document;; and (d) not (x) direct or encourage any person to take any action that is inconsistent with its obligations under this Agreement or that could impede or delay the implementation and consummation of the Transaction, or (y) support, in any way, any person who may take any action that is inconsistent with or would prevent the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien Lenders, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent to the effectiveness of the New Secured Loan Documents to be satisfied (to the extent they are within the applicable Party’s reasonable control). (ii) In addition to the provisions contained in section 3.2(i)foregoing, the Debtor agrees Parties agree to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each Each First Lien Lender agrees, for itself only and not on behalf of any other member of the Senior Group, that Group and so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (Claims, except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five timely (5prior to the Petition Date) Business Days of the commencement of the Solicitation, vote or cause to be voted its First Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote)) to accept the Plan; (b) vote against and shall in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) not directly or indirectly seek, solicit, support, formulate, prosecute or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the use of cash collateral Debtor that could reasonably be expected to prevent, delay or impede the Transaction as contemplated by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral OrderTransaction Documents; (d) not object to the Transaction or any Transaction Document, or challenge, or otherwise commence or participate in any proceeding which fails to support the Transaction or any Transaction Document (except to the extent that any Transaction Document is inconsistent with the terms of this Agreement); (e) not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction, including any Transaction Document; (f) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any the Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting Holders to contest (or supporting support any other person in contesting) any aspect of the Transaction; and (eg) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. . None of the above described covenants of the Parties shall be deemed to preclude the Parties from discussing appropriate modifications of the Transaction with one another or from approaching third parties (iv) In addition to the provisions contained in section 3.2(i), each Supporting including Second Lien Lender agreesHolders) in order to seek, for itself only and not on behalf solicit, support, formulate, prosecute or encourage a plan, sale, proposal or offer of any other member dissolution, winding up, liquidation, reorganization, merger or restructuring of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) FX Entities that is inconsistent consistent with the terms of the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.

Support of the Plan. (i) Until As long as this Agreement has not been terminated and notwithstanding the occurrence issuance of the Outside DateExaminer’s Report or anything contained therein, except the Creditors’ Committee and each Supporting Party agrees, solely with respect to the extent that, and for as long as, they shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition, each of the Parties agrees to pursue and otherwise support the Transaction, to do all things reasonably necessary to consummate the Transaction, and toitself: (a) not object to, or challenge to use Agreed Efforts to (i) facilitate the Transaction, or otherwise commence or participate in any proceeding which fails to support the Transaction or any Transaction Document (except to the extent that any Transaction Document is inconsistent filing of this Agreement with the terms of Bankruptcy Court, along with a motion to approve this Agreement), within one Business Day of executing the Supplemental Term Sheet and (ii) support approval from the Bankruptcy Court for the Debtors to enter into this Agreement on shortened notice, and in no event later than in accordance with the Milestones; (b) to support approval of this Agreement and the Disclosure Statement and support confirmation of the Plan as soon as reasonably practicable in accordance with the Milestones, and on terms consistent with this Agreement and the Term Sheets; (c) not to (i) object to confirmation of the Plan or the Disclosure Statement, (ii) object to, or otherwise commence any proceeding to oppose, alter, delay or impede the Plan or the other Approved Plan Documents, (iii) object to, or otherwise oppose, the extension of the Debtors’ exclusive right to file a plan of reorganization pursuant to section 1121 of the Bankruptcy Code, so long as all of the milestones under the Term Sheets have been met; (iv) vote (to the extent entitled to vote) for, consent to, support or participate in the formulation of any chapter 11 plan other than the Plan, (v) directly or indirectly seek, solicit, supportnegotiate or support any chapter 11 plan other than the Plan, formulateor any sale or disposition of the remaining assets of the Debtors, prosecute or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganizationmerger, merger transaction, reorganization or restructuring of the Debtor or the Property that Debtors, if such action reasonably could reasonably be expected to prevent, delay or impede the consummation successful implementation of the Transaction Plan and the other Approved Plan Documents, (vi) object to the Solicitation or support any Transaction Document; such objection by a third party, or (cvii) do all things reasonably necessary to consummate the Transaction and not take any other action not required by law that is inconsistent with, or that would delay or obstruct materially delay, the proposed solicitation, confirmation or consummation of, of the Transaction or any Transaction DocumentPlan; (d) to stay all litigation (including contested motions) and discovery or the pursuit of any actual or potential Causes of Action pending against, or subject to tolling agreements with, the Debtors or Ally, or the pursuit to obtain standing to pursue such litigation or any such Causes of Action and conversely, Ally agree that all statutes of limitation for any Causes of Action against the Debtors or Ally (whether currently pending or tolled) that have not (x) direct or encourage any person run prior to take any action that is inconsistent with its obligations under the date of entry into this Agreement or with respect to any claims against it relating to the Debtors shall be tolled for a period ending not earlier than 60-days following the termination of this Agreement, provided, however, that could impede or delay (i) the implementation Xxxxxxx Class Claimants may continue to prosecute their class claims and consummation the Motion to Apply Bankruptcy Rule 7023 and to Certify Class Claims [Docket No. 2044] as they deem necessary consistent with this Agreement and (ii) any Investor may continue to prosecute Causes of Action against any party other than Ally, the TransactionDebtors, or (y) support, in any way, any person who may take any action that is inconsistent with or would prevent the implementation and consummation of the Transaction; andtheir respective Representatives; (e) cause (x) all documents that, so long as its vote has been solicited in a manner sufficient to which they (or in comply with the case requirements of Equity Parent sections 1125 and 1126 of the Supporting Second Lien Lenders, the New Borrower) are to be a party and which are reasonably necessary to effectuate the PlanBankruptcy Code, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent to the effectiveness its receipt of the New Secured Loan Documents Disclosure Statement following approval of such by the Bankruptcy Court under section 1125 of the Bankruptcy Code, it agrees to be satisfied (i) vote (to the extent they are within entitled to vote) to accept the applicable Party’s reasonable control). (ii) In addition to Plan by delivering its duly executed and completed ballot accepting the provisions contained in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to Plan on a timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member of the Senior Group, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the basis following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote ; and (ii) not change or withdraw (or cause to be voted its First Lien Secured Claims to accept the Plan (and not revoke changed or withdraw its withdrawn) such vote); (bf) vote against to take any and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant all commercially reasonable necessary actions to effectuate the terms of the Interim Cash Collateral Order and Final Cash Collateral Order;this Agreement; and (dg) exercise to support a partial paydown of no less than $800 million of the Junior Secured Notes Secured Claim; provided that Ally is paid prior to any such paydown of the Junior Secured Notes Secured Claim in cash in full in satisfaction of all of its rights and powers outstanding amounts owed under the Amended and Restated Intercreditor Credit Agreement, dated July 6as of December 30, 2007 2009, among the GMACM, Residential Funding Company, LLC, ResCap, GMAC Residential Holding Company, LLC, GMAC- RFC Holding Company, LLC, Homecomings Financial, LLC, AFI and Xxxxx Fargo Bank, N.A. (as amended or supplemented); provided further that the “Intercreditor Agreement”), terms of any Bankruptcy Court order approving such paydown enforces the terms and conditions of the intercreditor agreement between the Junior Secured Notes and Ally in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummatedprovided, includingfurther, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lendershowever, that are contesting (or supporting in the event the Plan does not become effective, any other person in contesting) any aspect paydown of Ally’s secured indebtedness will have no impact on, and be without prejudice to, the Transaction; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf rights of any other member of Party to seek to recharacterize or equitably subordinate Ally’s secured claims as if the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent thatpaydown had not been made, and for as long as, it shall be prohibited from taking the Court to fashion any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and remedy in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Codeconnection therewith.

Support of the Plan. (1) Each Consenting Holder agrees that it will (i) Until from and after the occurrence date hereof not agree to, consent to, provide any support to, participate in the formulation of, or vote for any plan of reorganization or liquidation, other than the Plan; (ii) execute and deliver a customary letter, in form and substance reasonably satisfactory to the Company and such Consenting Holder, from the Consenting Holder for distribution to the holders of any impaired claims against or interests in the Company, stating that such Consenting Holder supports and has committed to vote to approve the Plan; and (iii) agree to permit disclosure in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the Outside Datecontents of this Agreement, including, but not limited to, the commitments given in clause (i) of this Section 2(a) and the aggregate Relevant Claims held by all Consenting Holders; provided that the Company shall not disclose the number of shares of Junior Preferred Stock comprising the Relevant Claim of any individual Consenting Holder, except as otherwise required by applicable law. (2) Each Consenting Holder further agrees that it shall not object to the extent thator otherwise commence any proceeding, and for as long asor take any other action, they shall be prohibited from taking to oppose or alter any of the following actions due to any injunction, order, law or other judicial or legal prohibition, each terms of the Parties agrees to pursue Plan or any other document filed in connection with the confirmation of the Plan (hereinafter a "Reorganization Document") and otherwise support the Transaction, to do all things reasonably necessary to consummate the Transaction, and to: (a) shall not object totake any action which is inconsistent with, or challenge that would delay approval or confirmation of any of the TransactionDisclosure Statement, or otherwise commence or participate in any proceeding which fails to support the Transaction Plan or any Transaction Document (except to of the extent Reorganization Documents; provided that any Transaction Document is inconsistent with the terms of this Agreement); (b) not all such Reorganization Documents are customary and otherwise consistent with the material terms of the Plan. Without limiting the generality of the foregoing, no Consenting Holder may directly or indirectly seek, solicit, support, formulate, prosecute support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor Company or the Property any of its subsidiaries that could reasonably be expected to prevent, delay or impede the consummation restructuring of the Transaction Company as contemplated by the Plan or any Transaction Reorganization Document; (c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document; (d) not (x) direct or encourage any person to take any action that is inconsistent with its obligations under this Agreement or that could impede or delay the implementation and consummation of the Transaction, or (y) support, in any way, any person who may take any action that is inconsistent with or would prevent the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien Lenders, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent to the effectiveness of the New Secured Loan Documents to be satisfied (to the extent they are within the applicable Party’s reasonable control). (ii) In addition to the provisions contained in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member of the Senior Group, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its First Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order; (d) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting (or supporting any other person in contesting) any aspect of the Transaction; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf of any other member of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.

Support of the Plan. (i) Until it and its Affiliates will not (A) object, directly or indirectly, to the occurrence confirmation of the Outside DatePlan, except subject to the extent that, its receipt of a Disclosure Statement and for as long as, they shall be prohibited from taking any other solicitation materials in respect of the following actions due to any injunctionPlan that is approved by the Bankruptcy Court, order, law or other judicial or legal prohibition, each as containing “adequate information” under section 1125 of the Parties agrees to pursue and otherwise support the TransactionBankruptcy Code (as may be amended, to do all things reasonably necessary to consummate the Transaction, and to: (a) not object to, modified or challenge the Transaction, or otherwise commence or participate changed in any proceeding which fails to support the Transaction or any Transaction Document (except to the extent that any Transaction Document is inconsistent accordance with the terms of this Agreement); , (bB) not object, directly or indirectly, to the approval of the Disclosure Statement (as may be amended, modified or changed in accordance with this Agreement), (C) vote for or support any plan of reorganization other than, subject to its receipt of a Disclosure Statement and other solicitation materials in respect of the Plan that is approved by the Bankruptcy Court, the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement), (D) directly or indirectly seek, solicit, support, formulate, prosecute or encourage support any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, or restructuring of the Debtor or the Property that could reasonably be expected to prevent, delay or impede the consummation of the Transaction Company or any Transaction Document; of its Subsidiaries other than as provided in the Plan (c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent withas such Plan may be amended, modified or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document; (d) not (x) direct or encourage any person to take any action that is inconsistent changed in accordance with its obligations under this Agreement or that could impede or delay the implementation and consummation of the TransactionAgreement), or (yE) support, subject to its receipt of a Disclosure Statement and other solicitation materials in any way, any person who may take any action respect of the Plan that is inconsistent with or would prevent approved by the implementation and consummation of the Transaction; and (e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien LendersBankruptcy Court, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent object to the effectiveness solicitation of the New Secured Loan Documents to be satisfied (consents to the extent they are within the applicable Party’s reasonable controlPlan (each as may be amended, modified or changed in accordance with this Agreement).; (ii) In addition it will, and it will cause its Affiliates to, (A) subject to the provisions contained its receipt of a Disclosure Statement and other solicitation materials in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate the Transaction. (iii) In addition to the provisions contained in section 3.2(i), each First Lien Lender agrees, for itself only and not on behalf of any other member respect of the Senior Group, Plan that so long as it is approved by the legal owner, beneficial owner and/or the investment adviser or manager of any First Lien Secured Claims (except to the extent that, and for as long as, it shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition), to: (a) within five (5) Business Days of the commencement of the SolicitationBankruptcy Court, vote or cause to be voted its First Lien Secured Claims to accept the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement), and not revoke or withdraw its vote)(B) reasonably cooperate with the TSN Debtors in respect of the pursuit and support of the transactions contemplated by this Agreement and the Plan; (biii) vote against for so long as this Agreement remains in effect, it and in no way otherwiseits Affiliates will not sell, transfer, assign, pledge or otherwise dispose of, directly or indirectly, support any restructuringof its debt or Claims, reorganization or liquidation of the Debtor (or any plan option thereon or proposal in respect of the sameany right or interest (voting or otherwise) that is inconsistent with the Transaction and the Transaction Documents; (c) the use of cash collateral by the Debtors pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order; (d) exercise all of its rights and powers under the Amended and Restated Intercreditor Agreement, dated July 6, 2007 (the “Intercreditor Agreement”), in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated, including, without limitation, enforcing the restrictions and/or prohibitions on any Second Lien Lenders, including any who are not Supporting Second Lien Lenders, that are contesting (or supporting any other person in contesting) any aspect of the Transactiontherein; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code. (iv) In addition to the provisions contained in section 3.2(i), each Supporting Second Lien Lender agrees, for itself only and not on behalf of any other member of the Supporting Second Lien Lenders, that so long as it is the legal owner, beneficial owner and/or the investment adviser or manager of any Second Lien Secured Claims (except to the extent thatit or its Affiliates acquire additional Claims, such Plan Sponsor and for as long as, it its Affiliates agree that such Claims are and shall be prohibited from taking any of the following actions due subject to any injunction, order, law or other judicial or legal prohibitionthis Section 76(a), to: (a) within five (5) Business Days of the commencement of the Solicitation, vote or cause to be voted its Second Lien Secured Claims to accept the Plan (and not revoke or withdraw its vote); (b) vote against and in no way otherwise, directly or indirectly, support any restructuring, reorganization or liquidation of the Debtor (or any plan or proposal in respect of the same) that is inconsistent with the Transaction and the Transaction Documents; (c) exercise all of its rights and powers under the Second Lien Credit Agreement and the Second Lien Credit Documents, in all commercially reasonable respects, to cause the Transactions contemplated hereby to be consummated; (d) consent, and not support any person objecting, to the entry of the Interim Cash Collateral Order and Final Cash Collateral Order; and (e) not seek or otherwise support the appointment of a trustee or examiner or to dismiss the Prepackaged Case or to convert the Prepackaged Case to a case under chapter 7 of the Bankruptcy Code.