Common use of Support of Plan Clause in Contracts

Support of Plan. (a) As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting Holders, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees that by having executed and become party to this Agreement, it will: (i) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet or any other document filed in connection with confirming the Plan (collectively, an “Alternative Transaction”); (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Debtors, Sopris and each Consenting Holder, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery Claims, further agree that they shall not: (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action that is inconsistent with, or that would delay approval of or confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

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

Support of Plan. Subject to the terms and conditions of this Agreement, including Section 3.2 hereof, each Consenting Creditor (severally and not jointly) agrees to: (a) As not object to entry of the Merger Support Order; (b) not object to entry of the Disclosure Statement Order; (c) so long as a Termination Event (as defined herein) has not occurred, or has occurred but its vote has been duly waived properly solicited pursuant to sections 1125 and 1126 of the Bankruptcy Code, timely vote all Claims, now or cured hereafter beneficially owned by such Consenting Creditor or for which it now or hereafter serves as the nominee, investment manager, trustee or advisor for beneficial holders thereof, to accept the Plan in accordance with the terms hereofapplicable procedures set forth in the Solicitation Materials, each and timely return a duly executed Ballot in connection therewith; (d) if a member of the Consenting HoldersAd Hoc Committee, direct to the extent possible the Ad Hoc Committee to support approval of the Disclosure Statement and confirmation of the Plan; (e) not withdraw or revoke its tender, consent or vote with respect to the Plan and any Definitive Documents, except as long otherwise expressly permitted pursuant to this Agreement; and (f) except with respect to claims arising with respect to Excluded Notes, not (i) oppose or object to the Plan, the Disclosure Statement, the Merger Support Order or other Definitive Documents, or the solicitation or consummation of the Plan and the transactions contemplated by the Definitive Documents, whether directly or indirectly, (ii) join in or support any objection to the Plan, Disclosure Statement, the Merger Support Order or other Definitive Documents, or to the solicitation of the Plan, (iii) initiate any legal proceedings that are inconsistent with or that would delay, prevent, frustrate or impede the approval, confirmation or consummation of the Plan, the Disclosure Statement, the Merger Support Order, or other Definitive Documents, or otherwise commence any proceedings to oppose the Plan, the Disclosure Statement, the Merger Support Order or any of the other Definitive Documents, or take any other action that is barred by or likely to frustrate this Agreement, including, but not limited to, any motion to appoint a trustee in the Chapter 11 Cases, (iv) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtors’ claims, any other transaction involving any plan of reorganization (with the exception of the Plan) or liquidation under applicable bankruptcy or insolvency laws, whether domestic or foreign, in respect of the Debtors or their affiliates, except as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees that by having executed and become party otherwise expressly contemplated pursuant to this Agreement, it will: (iv) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor enter into any agreements relating to, any restructuring, plan of any other plan, salereorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, transaction, sale, disposition or restructuring of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring their affiliates (or substantially all of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet their assets or any stock) other document filed in connection with confirming than the Plan or as otherwise set forth in this Agreement (collectivelyany such plan or other action as described in clauses (iv) and (v) immediately above, an “Alternative TransactionPlan”); , or (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (iivi) enter into a any letter of intent, memorandum of understanding, understanding or agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Debtors, Sopris and each Consenting Holder, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery Claims, further agree that they shall not: (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action that is inconsistent with, or that would delay approval of or confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

Support of Plan. (a) As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting Holders, as long as each such Consenting Holder remains the legal owner, beneficial holder owner and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees that that, subject to Section 1 hereof, by having executed and become party to this Agreement, it will: (i) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring restructuring of the Debtors as contemplated by the Plan, the First Lien Plan Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet Plan or any other document filed in connection with confirming the Plan (collectivelyeach, an a “Alternative TransactionReorganization Document”);; and (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement the Disclosure Statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other person or Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Debtors, Sopris Debtors and each Consenting Holder, as so long as each such Consenting it is a Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery ClaimsClaim, further agree that they shall not: (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Plan Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (vii) take any action that is inconsistent with, or that would delay approval of the Disclosure Statement or confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

Support of Plan. (a) As not object to entry of the Merger Support Order; (b) not object to entry of the Disclosure Statement Order; (c) so long as a Termination Event (as defined herein) has not occurred, or has occurred but its vote has been duly waived properly solicited pursuant to sections 1125 and 1126 of the Bankruptcy Code, timely vote all Claims, now or cured hereafter beneficially owned by such Consenting Creditor or for which it now or hereafter serves as the nominee, investment manager, trustee or advisor for beneficial holders thereof, to accept the Plan in accordance with the terms hereofapplicable procedures set forth in the Solicitation Materials, each and timely return a duly executed Ballot in connection therewith; (d) if a member of the Ad Hoc Committee, direct to the extent possible the Ad Hoc Committee to support approval of the Disclosure Statement and confirmation of the Plan; (e) not withdraw or revoke its tender, consent or vote with respect to the Plan and any Definitive Documents, except as otherwise expressly permitted pursuant to this Agreement; and 2/14/2013▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/4515/000119312513057477/d487280dex101.htm This Agreement includes a proposed settlement among the Parties. Except as expressly provided in this Agreement, nothing herein is intended to, and shall not and shall not be deemed to in any manner to waive, limit, impair, or restrict the ability of a Consenting HoldersCreditor to protect and preserve its rights, as long as each such Consenting Holder remains remedies, and interests, including its Claims against any of the legal ownerDebtors, beneficial holder and/or any liens or security interests it may have in any assets of any of the investment advisor Debtors, or manager for its full participation in the beneficial holder Chapter 11 Cases, including with respect to any matters covered by this Agreement, and including, solely with respect to the Excluded Notes or the allowance or disallowance of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees objecting to the Disclosure Statement Order or confirmation of the Plan, or voting against the Plan. Without limiting the previous sentence in any way, if the transactions contemplated by this Agreement or otherwise set forth in the Term Sheet are not consummated as provided herein, or if this Agreement is terminated for any reason, the Parties each fully reserve any and all of their respective rights, remedies and interests. (f) except with respect to claims arising with respect to Excluded Notes, not (i) oppose or object to the Plan, the Disclosure Statement, the Merger Support Order or other Definitive Documents, or the solicitation or consummation of the Plan and the transactions contemplated by the Definitive Documents, whether directly or indirectly, (ii) join in or support any objection to the Plan, Disclosure Statement, the Merger Support Order or other Definitive Documents, or to the solicitation of the Plan, (iii) initiate any legal proceedings that are inconsistent with or that would delay, prevent, frustrate or impede the approval, confirmation or consummation of the Plan, the Disclosure Statement, the Merger Support Order, or other Definitive Documents, or otherwise commence any proceedings to oppose the Plan, the Disclosure Statement, the Merger Support Order or any of the other Definitive Documents, or take any other action that is barred by having executed and become party or likely to frustrate this Agreement, including, but not limited to, any motion to appoint a trustee in the Chapter 11 Cases, (iv) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtors’ claims, any other transaction involving any plan of reorganization (with the exception of the Plan) or liquidation under applicable bankruptcy or insolvency laws, whether domestic or foreign, in respect of the Debtors or their affiliates, except as otherwise expressly contemplated pursuant to this Agreement, it will: (iv) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor enter into any agreements relating to, any restructuring, plan of any other plan, salereorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, transaction, sale, disposition or restructuring of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring their affiliates (or substantially all of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet their assets or any stock) other document filed in connection with confirming than the Plan or as otherwise set forth in this Agreement (collectivelyany such plan or other action as described in clauses (iv) and (v) immediately above, an “Alternative TransactionPlan”); , or (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (iivi) enter into a any letter of intent, memorandum of understanding, understanding or agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Debtors, Sopris and each Consenting Holder, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery Claims, further agree that they shall not: (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action that is inconsistent with, or that would delay approval of or confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

Support of Plan. (a) As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting HoldersParty hereto agrees for itself, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees that by having executed and become party to this Agreement, it will: (i) i. consent to and support the entry of the DIP Orders and Tronox entering into and performing under the DIP to Exit Facility pursuant to the terms of the DIP to Exit Credit Agreement and the DIP Orders; ii. promptly upon execution of this Agreement, negotiate in good faith to prepare the Definitive Restructuring Documentation, which shall contain provisions consistent with this Agreement and the Term Sheet and such other provisions as are mutually acceptable to the Parties; iii. from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of of, as applicable, any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors Tronox that could reasonably be expected to prevent, delay or impede the Restructuring solicitation, confirmation or consummation of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet Plan or any other document filed with the Bankruptcy Court in connection with furtherance of soliciting or confirming the Plan (collectively, an “Alternative Transaction”)or consuming the transactions contemplated thereby; (ii) neither directly nor indirectly (i) engage iniv. agree, continue or otherwise participate in any negotiations regarding any Alternative Transactionif applicable, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement the Disclosure Statement and any filings by the Debtors Tronox with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount ; v. following receipt of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors Disclosure Statement and shall not be disclosed other related solicitation materials approved by the Debtors to any other EntityBankruptcy Court, unless required by applicable lawvote all Claims that it holds or controls, regulation or legal process; and (v) support confirmation if any, in favor of the Plan by delivering its duly executed and entry by the Bankruptcy Court of the order confirming timely completed ballot or ballots accepting the Plan (to the “Confirmation Order”); provided that, balloting agent for the avoidance of doubtPlan, nothing in this Section 3.1 is an agreement by the Consenting Holders to and it shall not thereafter withdraw or change such vote to accept or reject the Plan. (b) As so long as a Termination Event has the Plan and Disclosure Statement are not occurred, or has occurred but has been duly waived or cured modified except in accordance with the terms hereof, the Debtors, Sopris and each Consenting Holder, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery Claims, further agree that they shall not:this Agreement; (i) vi. not object to or otherwise commence any proceeding or take any other action opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action that is inconsistent withvii. in the case of the Creditors’ Committee, or that would delay approval of or confirmation recommend its members to vote in favor of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

Support of Plan. Subject to the terms and conditions of this Agreement, including Section 3.2 hereof, each Consenting Creditor (severally and not jointly) agrees to: (a) As not object to entry of the Merger Support Order; (b) not object to entry of the Disclosure Statement Order; (c) so long as a Termination Event (as defined herein) has not occurred, or has occurred but its vote has been duly waived properly solicited pursuant to sections 1125 and 1126 of the Bankruptcy Code, timely vote all Claims, now or cured hereafter beneficially owned by such Consenting Creditor or for which it now or hereafter serves as the nominee, investment manager, trustee or advisor for beneficial holders thereof, to accept the Plan in accordance with the terms hereofapplicable procedures set forth in the Solicitation Materials, each and timely return a duly executed Ballot in connection therewith; (d) if a member of the Consenting HoldersAd Hoc Committee, direct to the extent possible the Ad Hoc Committee to support approval of the Disclosure Statement and confirmation of the Plan; (e) not withdraw or revoke its tender, consent or vote with respect to the Plan and any Definitive Documents, except as long otherwise expressly permitted pursuant to this Agreement; and (f) except with respect to claims arising with respect to Excluded Notes, not (i) oppose or object to the Plan, the Disclosure Statement, the Merger Support Order or other Definitive Documents, or the solicitation or consummation of the Plan and the transactions contemplated by the Definitive Documents, whether directly or indirectly, (ii) join in or support any objection to the Plan, Disclosure Statement, the Merger Support Order or other Definitive Documents, or to the solicitation of the Plan, (iii) initiate any legal proceedings that are inconsistent with or that would delay, prevent, frustrate or impede the approval, confirmation or consummation of the Plan, the Disclosure Statement, the Merger Support Order, or other Definitive Documents, or otherwise commence any proceedings to oppose the Plan, the Disclosure Statement, the Merger Support Order or any of the other Definitive Documents, or take any other action that is barred by or likely to frustrate this Agreement, including, but not limited to, any motion to appoint a trustee in the Chapter 11 Cases, (iv) vote for, consent to, support or participate in the formulation of any other restructuring or settlement of the Debtors’ claims, any other transaction involving any plan of reorganization (with the exception of the Plan) or liquidation under applicable bankruptcy or insolvency laws, whether domestic or foreign, in respect of the Debtors or their affiliates, except as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees that by having executed and become party otherwise expressly contemplated pursuant to this Agreement, it will: (iv) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor enter into any agreements relating to, any restructuring, plan of any other plan, salereorganization, proposal or offer of dissolution, winding up, liquidation, reorganization, merger merger, transaction, sale, disposition or restructuring of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring their affiliates (or substantially all of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet their assets or any stock) other document filed in connection with confirming than the Plan or as otherwise set forth in this Agreement (collectivelyany such plan or other action as described in clauses (iv) and (v) immediately above, an “Alternative TransactionPlan”);, or (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (iivi) enter into a any letter of intent, memorandum of understanding, understanding or agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Debtors, Sopris and each Consenting Holder, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery Claims, further agree that they shall not: (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action that is inconsistent with, or that would delay approval of or confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

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

Support of Plan. Each of the Consenting Banks represents that, as of the date hereof, it is the beneficial owner of the aggregate principal amount of Bank Debt as set forth on its signature page below. Each of the Consenting Banks agrees, subject to the conditions (the "Conditions") that (x) Banks in number and holding an aggregate amount of Bank Debt sufficient to satisfy the requirements of Section 1126(c) of the Bankruptcy Code are party to this Agreement (the "Requisite Consent Condition"), (y) the terms of the Plan include and/or are consistent with the terms set forth in the Term Sheet and that the Plan is not otherwise different from the draft dated October 22, 2002 (a copy of which is attached as Exhibit B hereto) in a manner that is materially adverse to the Consenting Banks and (z) if this Agreement shall not have expired or terminated, it shall, when solicited after receipt of a Disclosure Statement previously approved by the Bankruptcy Court pursuant to Section 1125(b) of the Bankruptcy Code, (a) As long as a Termination Event vote to accept the Plan and (as defined hereinb) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting Holders, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees that by having executed and become party to this Agreement, it will: (i) from and after object to confirmation of the date hereof not Plan, (ii) vote for or otherwise directly or indirectly seek, solicit, support or vote in favor of encourage any other plan, sale, plan of reorganization or liquidation or proposal or offer of for the dissolution, winding up, liquidation, reorganizationmerger, merger restructuring, or restructuring reorganization of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet Company or any other document filed of its subsidiaries in connection with confirming the Plan (collectivelyChapter 11 Cases, an “Alternative Transaction”); (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify object to the Disclosure Statement or modify its approval or recommendation the solicitation of this Agreement, consents to the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Debtors, Sopris and each Consenting Holder, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery Claims, further agree that they shall not: (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action that is inconsistent with, or that would delay approval confirmation of, the Plan. The Company will use its reasonable best efforts to obtain confirmation of or the Plan in accordance with the Bankruptcy Code as expeditiously as possible, and the Consenting Banks will take all necessary and appropriate actions to support confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

Support of Plan. (a) As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, and so long as the Plan and all documents necessary for the Reorganization Cases (including the Disclosure Statement and all other motions and pleadings that could be reasonably anticipated to affect the interests of the Consenting Holders (collectively, the “Chapter 11 Documents”)) shall be and remain in form and substance satisfactory to the Consenting Holders, each of the Consenting Holders, Holders (as long as each such Consenting Holder remains the legal owner, beneficial holder owner and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Ampex Claims) agrees that, agrees that subject to Section 1 hereof, by having executed and become party to this Agreement, from and after the date hereof, it will: (i) from and after support the date hereof not Plan; (ii) not, directly or indirectly seek, solicit, argue for, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that is inconsistent with the Plan annexed hereto or could reasonably be expected to prevent, delay or impede the Restructuring restructuring of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet Plan or any other document filed in connection with confirming the Plan (collectivelyeach, an a “Alternative TransactionReorganization Document”); (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring;; and (iii) support entry of subject to the Disclosure Statement Order; (iv) Company’s confidentiality obligations in Section 9.9 hereof, agree to permit disclosure in any disclosure statement the Disclosure Statement and any filings made by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery Claims held by all Consenting Holders; provided that the amount of the Movie Gallery Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As Subject to Section 1, 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, and so long as the DebtorsPlan, Sopris Disclosure Statement and all other Chapter 11 Documents are in form and substance satisfactory to the Consenting Holders, the Debtors and each Consenting Holder, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery Claims, further agree that they shall not: (i) not object in court to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action that is inconsistent with, or that would delay approval of or confirmation of the Plan. (c) Notwithstanding anything contained herein to the contrary, the Parties shall be permitted to consult with the Committee regarding the Chapter 11 Cases.

Support of Plan. (a) As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting Holders, as long as each such Consenting Holder remains the legal owner, beneficial holder owner and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery TOUSA Claims, agrees that that, subject to Section 1 hereof, by having executed and become party to this Agreement, it will: (i) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring restructuring of the Debtors as contemplated by the Plan, the First Lien Plan Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet Plan or any other document filed in connection with confirming the Plan (collectivelyeach, an a “Alternative TransactionReorganization Document”);; and (ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction, (ii) enter into a letter of intent, memorandum of understanding, agreement in principle or other agreement relating to any Alternative Transaction or (iii) withhold, withdraw, qualify or modify its approval or recommendation of this Agreement, the Plan or the Restructuring; (iii) support entry of the Disclosure Statement Order; (iv) agree to permit disclosure in any disclosure statement the Disclosure Statement and any filings by the Debtors with the Securities and Exchange Commission of the contents of this Agreement, including the aggregate Movie Gallery TOUSA Claims held by all Consenting Holders; provided that the amount of the Movie Gallery TOUSA Claims held by any individual Consenting Holder shall be disclosed only to the Debtors and shall not be disclosed by the Debtors to any other person or Entity, unless required by applicable law, regulation or legal process; and (v) support confirmation of the Plan and entry by the Bankruptcy Court of the order confirming the Plan (the “Confirmation Order”); provided that, for the avoidance of doubt, nothing in this Section 3.1 is an agreement by the Consenting Holders to vote to accept or reject the Plan. (b) As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Debtors, Sopris Debtors and each Consenting Holder, as so long as each such Consenting it is a Senior Note Holder remains the legal owner, beneficial holder and/or the investment advisor or manager of or with power and/or authority to bind any Movie Gallery ClaimsTOUSA Claim, further agree that they shall not: (i) not object in court to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Plan, the First Lien Plan Term Sheet, the Second Lien Term Sheet or the Rights Offering Term Sheet; (ii) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to entry of the Disclosure Statement Order; (iii) encourage any other Entity to object to, delay, impede, appeal or take any other action, directly or indirectly, to interfere with entry of the Disclosure Statement Order; (iv) commence any proceeding or prosecute, join in or otherwise support any action to oppose or object to approval of the Plan; and (v) take any action provided, however, that if an unsolicited offer to purchase or invest in the Company is inconsistent withreceived, or that would delay approval of or confirmation of which such Consenting Holder in its reasonable discretion, believes will provide for higher recoveries than those contemplated by the Plan. (c) Notwithstanding anything contained herein to the contraryPlan Term Sheet, the Parties then such Consenting Holder shall be permitted free to consult with the Committee regarding the Chapter 11 Casesdiscuss and negotiate such unsolicited offer.