Common use of Support of Term Sheet Clause in Contracts

Support of Term Sheet. (a) Until the Termination Date (as defined below), the Parties, severally and not jointly, agree to support and use their respective commercially reasonable efforts to consummate the transactions contemplated under the Term Sheet and solicit acceptances for the Plan. (b) Until the Termination Date, the Parties, severally and not jointly, agree to use their respective commercially reasonable efforts to (v) file and/or support modifications to the Debtors’ Motion for Entry of Order Establishing Bidding Procedures and Deadlines Relating to Sale Process for Substantially all of the Assets of Station Casinos, Inc. and Certain “OpCo” Subsidiaries [Docket No. 1175] (the “Bidding Procedures”) in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, (w) file and/or support modifications to the Joint Motion Of Station Casinos, Inc. And FCP Propco, LLC Pursuant To 11 U.S.C. §§ 105(a), 363(b)(1), 365(d)(3) And 365(d)(4)(B)(ii) And Fed. R. Bankr. P. 9019 For Entry Of An Order Approving Second Amendment To Amended And Restated Master Lease Compromise Agreement [Docket No. 1179] (the “Second Amended MLCA”) in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, (x) file and/or support modifications to the Plan and related disclosure statement (as so modified, the “Disclosure Statement”), each in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, with the Bankruptcy Court, (y) seek approval of the Disclosure Statement and confirmation of the Plan (including the entry of a confirmation order in form and substance satisfactory to the Company, the Required Consenting Lenders, the Mortgage Lenders and FG (the “Confirmation Order”)) and (z) with respect to the Company, subject to Section 6, solicit votes to accept or reject the Plan. (c) Until the Termination Date, each Consenting Lender, severally and not jointly, hereby agrees to (i) take, in its sole discretion, any commercially reasonable actions in furtherance of all of the restructuring transactions contemplated by the Core Restructuring Documents, (ii) subject to Section 6, vote its claims (as defined in section 101(5) of the Bankruptcy Code) against the OpCo Debtors (1) With respect to OpCo and all other OpCo Debtors, such entities shall be bound by the terms of this Support Agreement only to the extent the Bankruptcy Court authorizes such entity’s entry into and performance under this Support Agreement. arising under or in connection with the Credit Agreement, as set forth on Exhibit E annexed hereto, or the Secured Hedge Agreement, inclusive of any claims acquired pursuant to Section 7.1 (the “Claims”, provided that as used herein, “Claims” shall not include any claim held by a Consenting Lender in a fiduciary or similar capacity or held by any other business unit or affiliate of such Consenting Lender, unless such business unit or affiliate is or becomes a party to this Support Agreement), now or hereafter beneficially owned by such Consenting Lender or for which the Consenting Lender now or hereafter serves as the nominee, investment manager or advisor for beneficial holders, to accept the Plan and not change or withdraw (or cause to be changed or withdrawn) such vote, (iii) use its commercially reasonable efforts to support confirmation of the Plan (and not object to, or support any other person’s efforts to oppose or object to, confirmation of the Plan), (iv) use its commercially reasonable efforts to support Bankruptcy Court approval of this Support Agreement, the Bidding Procedures (as modified pursuant to Section 1.1(b) above), the Second Amended MLCA (as modified pursuant to Section 1.1(b) above), and the Debtors’ pending motion to extend its plan exclusivity period through the date of the confirmation hearing on the Plan, (v) consent to OpCo’s continued use of the Lenders’ cash collateral pursuant to the OpCo Cash Collateral Order (as defined below) and to the Administrative Agent’s entry into a further forbearance agreement with respect to OpCo’s non-debtor subsidiaries and affiliates, in each case on terms reasonably acceptable to the Required Consenting Lenders, (vi) not object to, or otherwise commence any proceeding to oppose or alter, the Core Restructuring Documents, motions filed by the Parties in connection therewith, or any other documents or agreements to be executed or implemented in connection with the Plan, or otherwise contemplated by the reorganization, each of which documents shall contain terms and be in such form as is reasonably satisfactory to the Mortgage Lenders, FG, the Company and the Required Consenting Lenders consistent in all material respects with this Support Agreement (collectively, and together with the Core Restructuring Documents, the “Restructuring Documents”), (vii) except as otherwise contemplated herein, refrain from taking any action not required by law that is inconsistent with, or that would materially delay or impede approval, confirmation or consummation of the Plan or consummation of the asset sale and assumption of liabilities to be effectuated pursuant to the Purchase & Sale Agreement and the Plan, or that is otherwise inconsistent with the express terms of the Restructuring Documents; provided that, the Required Consenting Lenders shall have the right to object to or oppose any proposed amendments, modifications or supplements to the Restructuring Documents to the extent that any such proposed amendment, modification or supplement is inconsistent with the terms and conditions of the Restructuring Documents, and to take any action from time to time to enforce their rights hereunder or thereunder, and (viii) subject to subsection 1.1(f), (A) immediately cease any and all existing activities, discussions or negotiations with any persons conducted heretofore with respect to any “Competing Transaction”(2) and (B) not

Support of Term Sheet. (a) Until the Termination Date (as defined below), the Parties, severally and not jointly, agree to support and use their respective commercially reasonable efforts to consummate the transactions contemplated under the Term Sheet and solicit acceptances for the Plan. (b) Until the Termination Date, the Parties, severally and not jointly, agree to use their respective commercially reasonable efforts to (v) file and/or support modifications to the Debtors’ Motion for Entry of Order Establishing Bidding Procedures and Deadlines Relating to Sale Process for Substantially all of the Assets of Station Casinos, Inc. and Certain “OpCo” Subsidiaries [Docket No. 1175] (the “Bidding Procedures”) in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, , (w) file and/or support modifications to the Joint Motion Of Station Casinos, Inc. And FCP Propco, LLC Pursuant To 11 U.S.C. §§ 105(a), 363(b)(1), 365(d)(3) And 365(d)(4)(B)(ii) And Fed. R. Bankr. P. 9019 For Entry Of An Order Approving Second Amendment To Amended And Restated Master Lease Compromise Agreement [Docket No. 1179] (the “Second Amended MLCA”) in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, (x) file and/or support modifications to the Plan and related disclosure statement (as so modified, the “Disclosure Statement”), each in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, with the Bankruptcy Court, (y) seek approval of the Disclosure Statement and confirmation of the Plan (including the entry of a confirmation order in form and substance satisfactory to the Company, the Required Consenting Lenders, the Mortgage Lenders and FG (the “Confirmation Order”)) and (z) with respect to the Company, subject to Section 6, solicit votes to accept or reject the Plan. (c) Until the Termination Date, each Consenting Lender, severally and not jointly, hereby agrees to (i) take, in its sole discretion, any commercially reasonable actions in furtherance of all of the restructuring transactions contemplated by the Core Restructuring Documents, (ii) subject to Section 6, vote its claims (as defined in section 101(5) of the Bankruptcy Code) against the OpCo Debtors (1) Debtors arising under or in connection with the Credit Agreement, as set forth on Exhibit E annexed hereto, or the Secured Hedge Agreement, inclusive of any claims 1 With respect to OpCo and all other OpCo Debtors, such entities shall be bound by the terms of this Support Agreement only to the extent the Bankruptcy Court authorizes such entity’s 's entry into and performance under this Support Agreement. arising under or in connection with the Credit Agreement, as set forth on Exhibit E annexed hereto, or the Secured Hedge Agreement, inclusive of any claims acquired pursuant to Section 7.1 (the “Claims”, provided that as used herein, “Claims” shall not include any claim held by a Consenting Lender in a fiduciary or similar capacity or held by any other business unit or affiliate of such Consenting Lender, unless such business unit or affiliate is or becomes a party to this Support Agreement), now or hereafter beneficially owned by such Consenting Lender or for which the Consenting Lender now or hereafter serves as the nominee, investment manager or advisor for beneficial holders, to accept the Plan and not change or withdraw (or cause to be changed or withdrawn) such vote, (iii) use its commercially reasonable efforts to support confirmation of the Plan (and not object to, or support any other person’s efforts to oppose or object to, confirmation of the Plan), (iv) use its commercially reasonable efforts to support Bankruptcy Court approval of this Support Agreement, the Bidding Procedures (as modified pursuant to Section 1.1(b) above), the Second Amended MLCA (as modified pursuant to Section 1.1(b) above), and the Debtors’ ' pending motion to extend its plan exclusivity period through the date of the confirmation hearing on the Plan, (v) consent to OpCo’s continued use of the Lenders’ cash collateral pursuant to the OpCo Cash Collateral Order (as defined below) and to the Administrative Agent’s 's entry into a further forbearance agreement with respect to OpCo’s non-debtor subsidiaries and affiliates, in each case on terms reasonably acceptable to the Required Consenting Lenders, (vi) not object to, or otherwise commence any proceeding to oppose or alter, the Core Restructuring Documents, motions filed by the Parties in connection therewith, or any other documents or agreements to be executed or implemented in connection with the Plan, or otherwise contemplated by the reorganization, each of which documents shall contain terms and be in such form as is reasonably satisfactory to the Mortgage Lenders, FG, the Company and the Required Consenting Lenders consistent in all material respects with this Support Agreement (collectively, and together with the Core Restructuring Documents, the “Restructuring Documents”), (vii) except as otherwise contemplated herein, refrain from taking any action not required by law that is inconsistent with, or that would materially delay or impede approval, confirmation or consummation of the Plan or consummation of the asset sale and assumption of liabilities to be effectuated pursuant to the Purchase & Sale Agreement and the Plan, or that is otherwise inconsistent with the express terms of the Restructuring Documents; provided that, the Required Consenting Lenders shall have the right to object to or oppose any proposed amendments, modifications or supplements to the Restructuring Documents to the extent that any such proposed amendment, modification or supplement is inconsistent with the terms and conditions of the Restructuring Documents, and to take any action from time to time to enforce their rights hereunder or thereunder, and (viii) subject to subsection 1.1(f), (A) immediately cease any and all existing activities, discussions or negotiations with any persons conducted heretofore with respect to any “Competing Transaction”(2) Transaction”2 and (B) not