Common use of Support of the Plan Clause in Contracts

Support of the Plan. Stratosphere, Gaming Corp., Grand and each Noteholder shall use its reasonable best efforts to obtain confirmation of the Plan in accordance with the Bankruptcy Code and on terms consistent with this Agreement. Stratosphere, Gaming Corp., Grand and each Noteholder shall take all necessary and appropriate actions to achieve confirmation of the Plan, including recommending to the holders of impaired claims (including the other holders of the Notes) and interests that the Plan be confirmed. No Noteholder shall (a) object to the confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan or any other reorganization documents containing terms and conditions consistent with those set forth in this Agreement, (b) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed in any Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grand, (c) directly or indirectly seek, solicit, support or encourage any other plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of Stratosphere (other than one agreed to in writing by Grand) that could reasonably be expected to prevent, delay or impede the successful restructuring of Stratosphere as contemplated by this Agreement, or (d) take any other action that is inconsistent with, or that would delay confirmation of, the Plan; provided, however, that no Noteholder shall be barred from (e) objecting to compliance with Section 1126 of the Bankruptcy Code if the Disclosure Statement received by such Noteholder contains a material misstatement or omission, or (f) taking any action with respect to any matter which action is not inconsistent with the terms of this Agreement.

Support of the Plan. StratosphereSubject to Section 3(b) hereto and provided (i) DISH is not in breach of its payment obligations under the Implementation Agreement with respect to (A) the payment of the Purchase Price as and when due, Gaming Corp.(B) the payment of ICO’s fees and expenses, Grand to the extent required by Section 5.3 of the Implementation Agreement, and each Noteholder shall use (C) the Sprint Indemnification (as defined in the Implementation Agreement), and (ii) the Plan as proposed by DBSD and DISH contain release and exculpation provisions in favor of ICO substantially similar to the release and exculpation provisions set forth in the Debtors’ Second Amended Joint Plan of Reorganization, ICO shall: (i) support approval of the Investment Agreement Motion; (ii) support, and take all reasonable actions necessary or reasonably requested by DISH to facilitate the solicitation, confirmation and consummation of the Plan and the transactions contemplated thereby; (iii) perform under the Implementation Agreement and the agreements contemplated thereby; (iv) to the extent that ICO is entitled to vote to accept or reject the Plan, subject to the receipt by ICO of the Disclosure Statement, as approved by the Bankruptcy Court, (A) timely vote (when solicited in accordance with the provisions of the Bankruptcy Code and the order of the Bankruptcy Court approving the Disclosure Statement) or cause to be voted any claim or interest it may hold to accept the Plan by delivering its reasonable best efforts to obtain confirmation duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the Plan in accordance with sections 1125 and 1126 of the Bankruptcy Code and on terms consistent with this Agreement. Stratosphere, Gaming Corp., Grand (B) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn); (v) timely vote or cause to be voted any claim or interest it may hold against and each Noteholder shall take all necessary and appropriate actions to achieve confirmation of the Plan, including recommending to the holders of impaired claims (including the other holders of the Notes) and interests that the Plan be confirmed. No Noteholder shall (a) object to the confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan or any other reorganization documents containing terms and conditions consistent with those set forth in this Agreement, (b) vote for, not consent to, support or otherwise directly or indirectly support, solicit, assist, encourage or participate in the formulation formulation, pursuit or support of, any restructuring or reorganization of the Company (or any other plan or proposal in respect of reorganization or liquidation proposed or filed or to be proposed or filed in any Bankruptcy proceeding commenced with respect to Stratosphere, the same) other than one agreed to in writing by Grand, the Plan; and (cvi) not directly or indirectly seek, solicit, vote any claim or interest it may hold for, support or encourage the filing of any other planplan of reorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, consolidation, business combination, joint venture, partnership, sale of assets or restructuring of Stratosphere (other than one agreed to in writing by Grand) that could reasonably be expected to prevent, delay or impede the successful restructuring of Stratosphere as contemplated by this AgreementCompany, or (d) take any other action that is inconsistent with, or that would delay the solicitation, confirmation or consummation of, the Plan; provided, however, that no Noteholder shall be barred from (e) objecting to compliance with Section 1126 of Plan or the Bankruptcy Code if the Disclosure Statement received by such Noteholder contains a material misstatement or omission, or (f) taking any action with respect to any matter which action is not inconsistent with the terms of this AgreementRestructuring Transactions.

Support of the Plan. StratosphereAs long as this Agreement remains in effect, Gaming Corp., Grand and each Noteholder shall use its reasonable best efforts to obtain confirmation provided that the terms of the Plan and Disclosure Statement are in accordance all material respects consistent with the Bankruptcy Code terms set forth in the Term Sheet and are otherwise satisfactory to each of the Consenting Noteholders in all material respects, each Consenting Noteholder will, on terms consistent a several but not joint basis, and solely in its capacity as a Consenting Noteholder and solely with respect to the Note Claims, subject to the provisions of this Agreement. Stratosphere, Gaming Corp.support the Plan in the manner described herein and, Grand upon receipt of a Bankruptcy-Court approved Disclosure Statement, and each Noteholder shall take when properly solicited to do so, vote all necessary and appropriate actions to achieve confirmation Note Claims in favor of the Plan. With respect to any Note Claims now or hereafter beneficially owned by any Consenting Noteholder or for which any Consenting Noteholders now or hereafter serves as the agent, including recommending investment advisor, manager or other authorized representative for beneficial owners of such Note Claims, as long as this Agreement remains in effect, and provided that the terms of the Plan and Disclosure Statement are in all material respects consistent with the terms set forth in the Term Sheet and are otherwise satisfactory to each of the Consenting Noteholders in all material respects, such Consenting Noteholder, on a several but not joint basis, and solely in its capacity as a Consenting Noteholder and solely with respect to the holders of impaired claims (including the other holders of the Notes) and interests that the Plan be confirmed. No Noteholder Note Claims, shall not (a) oppose the chapter 11 filing; (b) object to the confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan or any other reorganization documents containing terms and conditions consistent with those set forth in this AgreementPlan, (bc) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed in any Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grandfiled, (cd) directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of Stratosphere Spectrum or any of its subsidiaries, (other than one agreed e) object to in writing by Grand) that could reasonably be expected the Disclosure Statement or the solicitation of acceptances to prevent, delay or impede the successful restructuring of Stratosphere as contemplated by this AgreementPlan, or (df) take any other action action, directly or indirectly, with respect to Spectrum, any of its subsidiaries or otherwise that is inconsistent with, or that would delay confirmation of, the Plan; provided, however, that no Noteholder shall be barred from (e) objecting to compliance with Section 1126 of the Bankruptcy Code if the Disclosure Statement received by such Noteholder contains a material misstatement or omission, or (f) taking any action with respect to any matter which action is not inconsistent with the terms of this Agreement.

Support of the Plan. StratosphereAs long as this Agreement remains in effect, Gaming Corp., Grand and each Noteholder shall use its reasonable best efforts to obtain confirmation provided that the terms of the Plan and Disclosure Statement are in accordance all material respects consistent with the Bankruptcy Code terms set forth in Exhibits A and on B and are otherwise satisfactory to CIT Capital in all material respects, CIT Capital will solely with respect to the Claims, subject to the provisions of this Agreement support the Plan in the manner described herein. With respect to any Claims now or hereafter beneficially owned by CIT Capital, as long as this Agreement remains in effect, and provided that the terms of the Plan and Disclosure Statement are in all material respects consistent with this Agreement. Stratosphere, Gaming Corp., Grand the terms set forth in Exhibits A and each Noteholder shall take all necessary B and appropriate actions are otherwise satisfactory to achieve confirmation of the Plan, including recommending CIT Capital solely with respect to the holders of impaired claims (including the other holders of the Notes) and interests that the Plan be confirmed. No Noteholder Claims, CIT Capital shall not (a) oppose the chapter 11 filing; (b) object to the confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan or any other reorganization documents containing terms and conditions consistent with those set forth in this AgreementPlan, (bc) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed in any Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grandfiled, (cd) directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of Stratosphere the Company or any of its subsidiaries, (other than one agreed e) object to in writing by Grand) that could reasonably be expected the Disclosure Statement or the solicitation of acceptances to prevent, delay or impede the successful restructuring of Stratosphere as contemplated by this AgreementPlan, or (d) take any other action action, directly or indirectly, with respect to the Company, any of its subsidiaries or otherwise that is inconsistent with, or that would delay confirmation of, the Plan; provided. Nothing contained herein shall limit the ability of CIT Capital to consult with the officers, howeverdirectors, that no Noteholder shall be barred from (e) objecting to compliance with Section 1126 and agents of the Bankruptcy Code if the Disclosure Statement received by such Noteholder contains a material misstatement Company or omission, or (f) taking any action with respect to appear and be heard concerning any matter which action arising in the Chapter 11 Case, so long as such consultation or appearance is not inconsistent with the terms obligations of CIT Capital under the Plan and this Agreement. Notwithstanding the foregoing provisions, nothing in this Agreement shall require the Company or CIT Capital to take any action prohibited by the Bankruptcy Code, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any rule or regulations thereunder or by other applicable law or regulation or by any order or direction of any court or any federal or state governmental authority.

Support of the Plan. Stratosphere(1) Subject to the terms and conditions contained herein, Gaming Corp.each Consenting Holder severally agrees that so long as it is the legal owner, Grand and each Noteholder shall use its reasonable best efforts to obtain confirmation beneficial owner and/or the holder of Voting Control of all or any portion of the Plan in accordance with Relevant Claim, (i) from and after the Bankruptcy Code and on terms consistent with this Agreement. Stratosphere, Gaming Corp., Grand and each Noteholder shall take all necessary and appropriate actions to achieve confirmation date hereof through the date of termination of the obligations under this Agreement pursuant to SECTION 9 hereof it will not, directly or indirectly, 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; PROVIDED that the terms of all the Reorganization Documents (as defined below) are customary, including recommending incorporate the terms and conditions set forth in, and are otherwise consistent in all material respects with, the Term Sheet; (ii) (other than in respect of any Existing Senior Debt and Existing Common Stock) it will at the request of the Debtor execute and deliver a customary letter, in form and substance reasonably satisfactory to the Company and such Consenting Holder, from the Consenting Holder (or an ad hoc committee of Consenting Holders) 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 (including iii) agree to permit disclosure in the other holders Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the Notescontents of this Agreement, including, but not limited to, the commitments given in clause (i) of this SECTION 2(1) and interests the aggregate Relevant Claims held by all Consenting Holders; PROVIDED that the Plan be confirmed. No Noteholder Company shall not disclose the amount of the Relevant Claim of any individual Consenting Holder, except as otherwise required by applicable securities law. (a2) Subject to the terms and conditions contained herein, each Consenting Holder further severally agrees that so long as it is a holder of a Relevant Claim, it shall not object to the confirmation of the Plan or otherwise commence any proceeding to oppose oppose, or alter object to, confirmation of the Plan, approval of the Disclosure Statement or any other document filed in connection with the confirmation of the Plan (hereinafter, such documents together with the Plan and Disclosure Statement, each a "REORGANIZATION DOCUMENT"), and shall not take any action which is inconsistent with, or that would delay approval or confirmation (as the case may be) of any of the Disclosure Statement, the Plan or any other reorganization documents containing Reorganization Document; PROVIDED that the terms of the Plan, the Disclosure Statement and all other Reorganization Documents are customary, incorporate the terms and conditions consistent with those set forth in, and are otherwise consistent in this Agreementall material respects with, the Term Sheet. (b3) vote forSubject to the terms and conditions contained herein, consent toand without limiting the generality of the foregoing, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed in any Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grand, (c) no Consenting Holder may directly or indirectly seek, solicit, support or encourage any other plan, transaction, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of Stratosphere (the Company or any of its subsidiaries other than one agreed to in writing by Grand) that could reasonably be expected to prevent, delay or impede the successful restructuring of Stratosphere as contemplated by this Agreement, the Term Sheet or (d) take any other action that is inconsistent with, or that would delay confirmation of, the Plan; provided, however, that no Noteholder shall be barred from (e) objecting to compliance with Section 1126 of the Bankruptcy Code if the Disclosure Statement received by such Noteholder contains a material misstatement or omission, or (f) taking any action with respect to any matter which action is not inconsistent with the terms of this AgreementReorganization Document.

Support of the Plan. Stratosphere(1) Each Consenting Holder agrees that it will (i) from and after the date hereof not agree to, Gaming Corp.consent to, Grand and each Noteholder shall use its reasonable best efforts to obtain confirmation provide any support to, participate in the formulation of, or vote for any plan of the Plan in accordance with the Bankruptcy Code and on terms consistent with this Agreement. Stratospherereorganization or liquidation, Gaming Corp., Grand and each Noteholder shall take all necessary and appropriate actions to achieve confirmation of other than the Plan; (ii) execute and deliver a customary letter, including recommending 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 (including iii) agree to permit disclosure in the other holders Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the Notescontents of this Agreement, including, but not limited to, the commitments given in clause (i) of this Section 2(a) and interests the aggregate Relevant Claims held by all Consenting Holders; provided that the Plan be confirmed. No Noteholder Company shall not disclose the number of shares of Senior Preferred Stock comprising the Relevant Claim of any individual Consenting Holder, except as otherwise required by applicable law. (a2) Each Consenting Holder further agrees that it shall not object to or otherwise commence any proceeding, or take any other action, to oppose or alter any of the terms of the Plan or any other document filed in connection with the confirmation of the Plan (hereinafter a "Reorganization Document") and shall not take any action which is inconsistent with, or otherwise commence that would delay approval or confirmation of any proceeding to oppose or alter of the Disclosure Statement, the Plan or any other reorganization documents containing of the Reorganization Documents; provided that the terms of all such Reorganization Documents are customary and conditions otherwise consistent with those set forth in this Agreementthe material terms of the Plan. Without limiting the generality of the foregoing, (b) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed in any Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grand, (c) no Consenting Holder may directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of Stratosphere (other than one agreed to in writing by Grand) the Company or any of its subsidiaries that could reasonably be expected to prevent, delay or impede the successful restructuring of Stratosphere the Company as contemplated by the Plan or any Reorganization Document. (3) If notwithstanding the foregoing terms of this Agreement, or (d) take any other action that is inconsistent with, or that would delay confirmation ofSection 2, the PlanCompany receives a Superior Proposal and such Superior Proposal is approved by the Bankruptcy Court, then the Consenting Holders shall pay to Gray, contemporaneous with the transaction contemplated by such Superxxx Proposal, a termination fee in the amount of $15,000,000 (the "Termination Fee"). The liability of each Consenting Holder (which shall be several and not joint) shall be determined by multiplying the Termination Fee by a fraction the numerator of which is the number of shares of Senior Preferred Stock owned by such Consenting Holder and the denominator of which is the number of shares of Senior Preferred Stock owned by all Consenting Holders. For purposes hereof, "Superior Proposal" shall mean an unsolicited, bona fide written offer made by a third party to purchase (by means of a merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction) more than 50% of the outstanding Senior Preferred Stock, which the board of directors of the Company determines, in good faith, based on the written advice of its financial advisors, has terms more favorable to the Consenting Holders than the terms of the Merger Agreement; provided, however, that no Noteholder any such offer shall not be barred from (e) objecting deemed to compliance with Section 1126 of be a "Superior Offer" unless any financing required to consummate the Bankruptcy Code if the Disclosure Statement received transaction contemplated by such Noteholder contains a material misstatement or omissionoffer is either (i) in the possession of such third party at the time such offer is made, or (fii) taking any action with respect is committed and, as determined by the board of directors of the Company, in good faith based on the written advice of its financial advisors, likely to any matter which action be obtained by such third party such that the closing of the Superior Proposal is not inconsistent with reasonably expected to occur no later than the terms closing of this the Financial Restructuring pursuant to the Merger Agreement.

Support of the Plan. Stratosphere(a) So long as this Agreement shall remain in effect, Gaming Corp.each Consenting Creditor agrees that so long as it is the legal owner, Grand beneficial owner and/or the investment adviser, representative or manager of any claims or interests, including all or any portion of the Relevant Claim, it shall (i) from and each Noteholder shall use its reasonable best after the date hereof not agree to, consent to, provide any support to, solicit or encourage, participate in the formulation of, or vote for any transaction or plan of reorganization or liquidation (an "Alternative Proposal"), other than the Plan; (ii) from and after the date hereof not interfere in any manner with the Company's efforts to obtain confirmation of the Plan Plan; (iii) execute and deliver a customary letter, in accordance form and substance reasonably satisfactory to the Company and such Consenting Creditor, from the Consenting Creditors (or an ad hoc committee of Consenting Creditors) for distribution to the Secured Lenders or holders of any impaired claims against or interests in the Company, stating that such Consenting Creditor supports and has committed to vote to approve the Plan; and (iv) agree to permit disclosure in the Disclosure Statement and any filings by the Company with the Bankruptcy Code Securities and on terms consistent with Exchange Commission of the contents of this Agreement. Stratosphere, Gaming Corp.including, Grand but not limited to, the commitments given in clause (i) of this Section 2(a) and each Noteholder the aggregate Relevant Claims held by all Consenting Creditors; provided that the Company shall take all necessary and appropriate actions to achieve confirmation not disclose the amount of the PlanRelevant Claim of any individual Consenting Creditor, including recommending to the holders except as otherwise required by applicable securities law. (i) So long as this Agreement shall remain in effect, each Consenting Creditor agrees that so long as it is a holder of impaired claims (including the other holders of the Notes) and interests that the Plan be confirmed. No Noteholder a Relevant Claim, it shall (a) not object to the confirmation of the Plan or otherwise commence any proceeding to oppose or alter any of the terms of the Plan Term Sheet, including, but not limited to, the terms and conditions any other document filed in connection with the confirmation of the Plan hereinafter a "Reorganization Document") and shall not take any action which is inconsistent with, or that would delay approval or confirmation of any of the Disclosure Statement, the Plan or any other reorganization documents containing of the Reorganization Documents; provided that the terms of all such Reorganization Documents are customary and conditions otherwise consistent with those set forth the material terms of the Plan Term Sheet and in this Agreementform and substance satisfactory to the administrative agent for the Secured Lenders. Without limiting the generality of the foregoing, (b) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed in any Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grand, (c) no Consenting Creditor may directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of Stratosphere (other than one agreed to in writing by Grand) the Company or any of its subsidiaries that could reasonably be expected to prevent, delay or impede the successful restructuring of Stratosphere the Company as contemplated by the Plan or any Reorganization Document; (ii) So long as this AgreementAgreement shall remain in effect, or (d) take any other action that is inconsistent with, or that would delay confirmation of, the Plan; provided, however, that no Noteholder shall be barred from (e) objecting to compliance with Section 1126 each of the Bankruptcy Code if Consenting Creditors shall agree that neither it nor any of its subsidiaries nor any of the Disclosure Statement received by such Noteholder contains a material misstatement officers and directors of it or omissionits Subsidiaries shall, and it shall direct and use its reasonable best efforts to cause its and its subsidiaries' Representatives not to, directly or (f) taking indirectly, initiate, solicit, encourage or otherwise facilitate any action inquiries or the making of any proposal or offer with respect to any matter which action is not inconsistent with other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the terms Company or any of its subsidiaries ("Other Plan") or Acquisition Proposal. (iii) For purposes of this Agreement, "Acquisition Proposal" means any bona fide written offer or proposal for, or any written indication of interest in, any (1) direct or indirect acquisition or purchase of any business or assets of the Company or any of its subsidiaries that, individually or in the aggregate, constitutes 15% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, (2) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, (3) tender offer or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of securities of the Company or any of its subsidiaries whose business constitutes 15% or more the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, or (4) merger, consolidation, business combination, joint venture, partnership, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries whose business constitutes 15% or more of the net revenue, net income or assets of the Company and its subsidiaries, taken as a whole.