Common use of Support of the Restructuring Clause in Contracts

Support of the Restructuring. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting Noteholders agrees that, by having executed and become party to this Agreement, it will instruct its counsel to take, or instruct its counsel to cause to be taken, all actions reasonably necessary to facilitate, encourage or otherwise support the Restructuring and the transactions contemplated by the Plan Term Sheet, and that it otherwise will not take, or cause to be taken, directly or indirectly, any action opposing, inconsistent with, or that would otherwise delay the consummation of the Restructuring or the transactions contemplated by the Plan Term Sheet. Without limiting the generality of the foregoing, and subject to the last paragraph of this Section 1.3(a), each Consenting Noteholder agrees that it will, (i) not directly or indirectly seek, solicit, participate in, support or vote in favor of any other plan, termination of the Debtors’ exclusive right to file and solicit acceptances of a plan of reorganization, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that would reasonably be expected to prevent, delay or impede the restructuring of the Debtors as contemplated by the Plan Term Sheet, the Plan or any other document filed in connection with confirming the Plan that is not inconsistent with this Agreement or the Plan Term Sheet (collectively, an “Alternative Transaction”); (ii) not directly or indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan, the Plan Term Sheet, or the Restructuring; (iii) [Intentionally Deleted] (iv) not oppose the Debtors’ request for the entry of customary “first day” orders, so long as such “first day” orders are in form and substance reasonably acceptable to the Requisite Holding Noteholders and the Requisite Second Lien Noteholders (“the “First Day Orders”); (v) support entry of an order approving the Disclosure Statement; (vi) support confirmation of the Plan and entry by the Bankruptcy Court of the Confirmation Order; (vii) support the release provisions contained in the Plan; (viii) execute and deliver customary letter(s), in form and substance reasonably acceptable to the Debtors, for distribution to holders of the Notes, stating that such Consenting Noteholder supports and has committed to vote to approve the Plan; (ix) not object to or otherwise commence any proceeding opposing or proposing to alter any of the terms of this Agreement, the Plan Term Sheet, the Disclosure Statement or the Plan; and (x) not knowingly encourage any other entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with the implementation of the Plan. Anything in this Section 1.3(a) or elsewhere in this Agreement to the contrary notwithstanding, nothing contained herein or in the Plan Term Sheet shall: (A) limit the ability of a Consenting Noteholder to consult with other Consenting Noteholders or the Debtors; (B) limit the rights of a Consenting Noteholder under any applicable bankruptcy, insolvency, foreclosure or similar proceeding (including the Chapter 11 Cases), including, without limitation, appearing as a party in interest in any matter to be adjudicated concerning the Debtors or any of their respective assets or properties so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Consenting Noteholder’s obligations hereunder; (C) limit the ability of a Consenting Noteholder to sell or enter into any transactions in connection with the Notes or any other Claims of such Consenting Noteholder, subject to Section 1.5 hereof; or (D) limit the rights of any Consenting Noteholder under the indenture or any other documents or agreements governing or evidencing the Notes or other Claims of such Consenting Noteholder (collectively, the “Note Documents”), or constitute a waiver or amendment of any provision of any of the Note Documents.

Support of the Restructuring. As So long as a Termination Event this Agreement has not occurredbeen terminated under Paragraphs 7, 8 or has occurred but has been duly waived or cured in accordance with the terms 9 hereof, each of the Consenting Noteholders agrees that, by having executed shall: (a) exercise all votes to which they are entitled to accept the Plan and become party to this Agreement, it will instruct its counsel to take, approve any other action or instruct its counsel to cause to be taken, all actions reasonably document necessary to facilitate, encourage or otherwise support implement the Restructuring (including entry of WI's first day orders to the extent such orders are not inconsistent with the Term Sheet); and (b) allow the transactions contemplated by Company to operate its businesses in the ordinary course. So long as this Agreement has not been terminated under Paragraphs 7, 8 or 9 hereof, the Committee shall recommend acceptance of the Plan Term Sheetby all voting creditors (including providing a letter for inclusion in the Disclosure Statement which expresses support for the Plan and recommends that other holders of the DC Notes vote to accept the Plan). So long as this Agreement has not been terminated under Paragraphs 7, and that it otherwise will not take8 or 9 hereof, the Consenting Noteholders shall oppose any motion, action or cause to be taken, directly or indirectly, objection by any action opposing, inconsistent with, or party that would otherwise delay result in the occurrence of a Noteholders Termination Event, a Company Termination Event or a General Termination Event (each, as defined below). So long as this Agreement has not been terminated under Paragraphs 7, 8 and 9 hereof, WI and each Consenting Noteholder shall not: (a) object to the consummation of the Restructuring or otherwise commence any proceeding to oppose the transactions contemplated by Restructuring or any of the Plan Restructuring Documents so long as the Restructuring Documents are consistent with the Term Sheet. Without limiting ; (b) vote for, consent to, support or participate in the generality formulation of any other out-of-court restructuring or chapter 11 plan of reorganization or liquidation in respect of WI proposed or filed or to be proposed or filed (other than one agreed to in writing by WI and the foregoing, and subject to the last paragraph of this Section 1.3(aConsenting Noteholders) (an "Alternative Proposal"), each Consenting Noteholder agrees that it will, ; (ic) not directly or indirectly seek, solicit, participate in, support or vote in favor of encourage any other out-of-court restructuring, plan, termination of the Debtors’ exclusive right to file and solicit acceptances of a plan of reorganization, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that would reasonably be expected WI (other than one agreed to prevent, delay or impede the restructuring of the Debtors as contemplated in writing by the Plan Term Sheet, the Plan or any other document filed in connection with confirming the Plan that is not inconsistent with this Agreement or the Plan Term Sheet (collectively, an “Alternative Transaction”); (ii) not directly or indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan, the Plan Term Sheet, or the Restructuring; (iii) [Intentionally Deleted] (iv) not oppose the Debtors’ request for the entry of customary “first day” orders, so long as such “first day” orders are in form and substance reasonably acceptable to the Requisite Holding Noteholders WI and the Requisite Second Lien Noteholders Consenting Noteholders); (“the “First Day Orders”); (vd) support entry of an order approving the Disclosure Statement; (vi) support confirmation of the Plan and entry by the Bankruptcy Court of the Confirmation Order; (vii) support the release provisions contained in the Plan; (viii) execute and deliver customary letter(s), in form and substance reasonably acceptable to the Debtors, for distribution to holders of the Notes, stating that such Consenting Noteholder supports and has committed to vote to approve the Plan; (ix) not object to or otherwise commence any proceeding opposing or proposing to alter any of the terms of this Agreement, the Plan Term Sheet, the Disclosure Statement or the Plan; and (x) not knowingly encourage any other entity to object to, delay, impede, appeal or take any other action, directly including but not limited to initiating any legal proceedings that is inconsistent with, or indirectlythat would delay consummation of, to interfere with the implementation Restructuring; PROVIDED, HOWEVER, that in the event of the Plan. Anything in this Section 1.3(a) or elsewhere in this Agreement to the contrary notwithstanding, nothing contained herein or in the Plan Term Sheet shall: (A) limit the ability filing of a Consenting Noteholder to consult with other Consenting Noteholders or the Debtors; (B) limit the rights of a Consenting Noteholder under any applicable bankruptcy, insolvency, foreclosure or similar proceeding (including the Chapter 11 Cases)Case, including, without limitation, appearing as a party in interest in any matter to be adjudicated concerning the Debtors or any none of their respective assets or properties so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Consenting Noteholder’s obligations hereunder; (C) limit Noteholders shall be barred from objecting to approval of the ability of a Consenting Noteholder to sell Disclosure Statement or enter into any transactions in connection with the Notes or any other Claims of such Consenting Noteholder, subject to Section 1.5 hereof; or (D) limit the rights of any Consenting Noteholder under the indenture or any other documents or agreements governing or evidencing the Notes or other Claims of such Consenting Noteholder (collectively, the “Note Documents”), or constitute a waiver or amendment of any provision of any of the Note Documents.received by the

Support of the Restructuring. As long as a Termination Event has not occurredthis Agreement remains in effect, or has occurred but has been duly waived or cured in accordance with (x) the Parties will, on the terms hereof, each and subject to the conditions of the Consenting Noteholders agrees that, by having executed Term Sheet and become party to this Agreement, it will instruct its counsel support the Restructuring, and (y) the Bondholder and each Executing Senior Secured Creditor will, when properly solicited to do so, (i) support, and otherwise use their commercially reasonable efforts to take, or instruct its counsel to cause to be taken, all actions reasonably required or otherwise necessary to facilitate, encourage or otherwise support consummate the Restructuring and the transactions contemplated by the Plan Term SheetSheet and execute such instruments, documents and that it otherwise will not takeagreements, including the Definitive Documents, necessary to consummate the Restructuring, or cause (ii) vote for the Plan, provided, however, that the Plan implements a restructuring consistent with the Term Sheet and containing such other terms as are acceptable to the Bondholder and Executing Senior Secured Parties. As long as this Agreement remains in effect, none of the Parties will (a) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan or any other reorganization related documents or agreements (the “Plan Documents”), (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 takenproposed or filed in any chapter 11 or chapter 7 case commenced in respect of HGF, directly or indirectly, any action opposing, inconsistent with, or that would otherwise delay the consummation of the Restructuring or the transactions contemplated by the Plan Term Sheet. Without limiting the generality of the foregoing, and subject to the last paragraph of this Section 1.3(a), each Consenting Noteholder agrees that it will, (ic) not directly or indirectly seek, solicit, participate in, support or vote in favor of encourage any other plan, termination of the Debtors’ exclusive right to file and solicit acceptances of a plan of reorganization, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors HGF that would could reasonably be expected to prevent, delay or impede the successful restructuring of the Debtors HGF as contemplated by the Plan Term Sheet, the Plan or any other document filed in connection with confirming the Plan that is not inconsistent with this Agreement or the Plan Term Sheet (collectively, an “Alternative Transaction”); (ii) not directly or indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative TransactionDocuments, (iid) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating object to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan, the Plan Term Sheet, or the Restructuring; (iii) [Intentionally Deleted] (iv) not oppose the Debtors’ request for the entry of customary “first day” orders, so long as such “first day” orders are in form and substance reasonably acceptable to the Requisite Holding Noteholders and the Requisite Second Lien Noteholders (“the “First Day Orders”); (v) support entry of an order approving the Disclosure Statement; (vi) support confirmation of the Plan and entry by the Bankruptcy Court of the Confirmation Order; (vii) support the release provisions contained in the Plan; (viii) execute and deliver customary letter(s), in form and substance reasonably acceptable to the Debtors, for distribution to holders of the Notes, stating that such Consenting Noteholder supports and has committed to vote to approve the Plan; (ix) not object to Prepetition Disclosure or otherwise commence any proceeding opposing or proposing to alter any of the terms of this Agreement, the Plan Term Sheet, the Disclosure Statement or the solicitation of consents to the Plan; and , except to the extent that it believes, in good faith, that the Prepetition Disclosure or the Disclosure Statement contains a material misstatement or omission of a material fact, or (xe) not knowingly encourage any other entity to object to, delay, impede, appeal or take any other actionaction with respect to HGF that is inconsistent with, directly or indirectlythat would delay confirmation of, to interfere with the implementation of the Plan. Anything in this Section 1.3(a) or elsewhere in this Agreement to the contrary notwithstanding, nothing contained herein or in the Plan Term Sheet shall: (A) limit the ability of a Consenting Noteholder to consult with other Consenting Noteholders or the Debtors; (B) limit the rights of a Consenting Noteholder under any applicable bankruptcy, insolvency, foreclosure or similar proceeding (including the Chapter 11 Cases), including, without limitation, appearing as a party in interest in any matter to be adjudicated concerning the Debtors or any of their respective assets or properties so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with the Consenting Noteholder’s obligations hereunder; (C) limit the ability of a Consenting Noteholder to sell or enter into any transactions in connection with the Notes or any other Claims of such Consenting Noteholder, subject to Section 1.5 hereof; or (D) limit the rights of any Consenting Noteholder under the indenture or any other documents or agreements governing or evidencing the Notes or other Claims of such Consenting Noteholder (collectively, the “Note Documents”), or constitute a waiver or amendment of any provision of any of the Note Documents.