Common use of Support of the Plan Clause in Contracts

Support of the Plan. 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, each Consenting Noteholder will, on 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, support the Plan in the manner described herein and, upon receipt of a Bankruptcy-Court approved Disclosure Statement, and when properly solicited to do so, vote all 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, 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 Note Claims, shall not (a) oppose the chapter 11 filing; (b) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan, (c) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed, (d) 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 Spectrum or any of its subsidiaries, (e) object to the Disclosure Statement or the solicitation of acceptances to the Plan, or (f) take any 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.

Support of the Plan. As long (1) Each Consenting Holder agrees that it will (i) from and after the date hereof not agree to, consent to, provide any support to, participate in the formulation of, or vote for any plan of reorganization or liquidation, other than the Plan; (ii) execute and deliver a customary letter, in form and substance reasonably satisfactory to the Company and such Consenting Holder, from the Consenting Holder for distribution to the holders of any impaired claims against or interests in the Company, stating that such Consenting Holder supports and has committed to vote to approve the Plan; and (iii) agree to permit disclosure in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the contents of this Agreement, including, but not limited to, the commitments given in clause (i) of this Section 2(a) and the aggregate Relevant Claims held by all Consenting Holders; provided that the Company shall not disclose the number of shares of Senior Preferred Stock comprising the Relevant Claim of any individual Consenting Holder, except as this Agreement remains otherwise required by applicable law. (2) 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 effectconnection with the confirmation of the Plan (hereinafter a "Reorganization Document") and shall not take any action which is inconsistent with, and or that would delay approval or confirmation of any of the Disclosure Statement, the Plan or any of the Reorganization Documents; provided that the terms of the Plan all such Reorganization Documents are customary and Disclosure Statement are in all material respects otherwise consistent with the material 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 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, support the Plan in the manner described herein and, upon receipt of a Bankruptcy-Court approved Disclosure Statement, and when properly solicited to do so, vote all 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 Without limiting the agent, 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 generality 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 foregoing, no 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 Note Claims, shall not (a) oppose the chapter 11 filing; (b) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan, (c) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed, (d) 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 Spectrum the Company or any of its subsidiariessubsidiaries that could reasonably be expected to prevent, delay or impede the restructuring of the Company as contemplated by the Plan or any Reorganization Document. (e3) object If notwithstanding the foregoing terms of this Section 2, the Company 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 Super▇▇▇ 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 Disclosure Statement or Consenting Holders than the solicitation terms of acceptances the Merger Agreement; provided, however, that any such offer shall not be deemed to be a "Superior Offer" unless any financing required to consummate the Plantransaction contemplated by such offer is either (i) in the possession of such third party at the time such offer is made, or (fii) take any actionis committed and, directly or indirectlyas determined by the board of directors of the Company, with respect to Spectrum, any in good faith based on the written advice of its subsidiaries or otherwise financial advisors, likely to be obtained by such third party such that the closing of the Superior Proposal is inconsistent with, or that would delay confirmation of, reasonably expected to occur no later than the Planclosing of the Financial Restructuring pursuant to the Merger Agreement.

Support of the Plan. As (a) So long as this Agreement remains shall remain in effect, and provided each Consenting Creditor agrees that so long as it is the terms legal owner, beneficial owner and/or the investment adviser, representative or manager of any claims or interests, including all or any portion of the Plan Relevant Claim, it shall (i) from and 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; (iii) execute and deliver a customary letter, in 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 are in all material respects consistent and any filings by the Company with the terms set forth in the Term Sheet Securities and are otherwise satisfactory to each Exchange Commission of the Consenting Noteholders in all material respects, each Consenting Noteholder will, on 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 contents of this Agreement, support including, but not limited to, the Plan commitments given in clause (i) of this Section 2(a) and the manner described herein and, upon receipt of a Bankruptcy-Court approved Disclosure Statement, and when properly solicited to do so, vote aggregate Relevant Claims held by all Note Claims in favor Consenting Creditors; provided that the Company shall not disclose the amount of the Plan. With respect to Relevant Claim of any Note Claims now or hereafter beneficially owned individual Consenting Creditor, except as otherwise required by any Consenting Noteholder or for which any Consenting Noteholders now or hereafter serves as the agent, investment advisor, manager or other authorized representative for beneficial owners of such Note Claims, as applicable securities law. (i) So long as this Agreement remains shall remain in effect, and provided each Consenting Creditor agrees that the terms so long as it is a holder 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 respectsa Relevant Claim, 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 Note Claims, it shall not (a) oppose the chapter 11 filing; (b) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter any of the Planterms of the Plan Term Sheet, (c) vote forincluding, consent but not limited to, support 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 participate in the formulation that would delay approval or confirmation of any other plan of reorganization the Disclosure Statement, the Plan or liquidation proposed or filed or any of the Reorganization Documents; provided that the terms of all such Reorganization Documents are customary and otherwise consistent with the material terms of the Plan Term Sheet and in form and substance satisfactory to be proposed or filedthe administrative agent for the Secured Lenders. Without limiting the generality of the foregoing, (d) 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 Spectrum the Company or any of its subsidiaries that could reasonably be expected to prevent, delay or impede the restructuring of the Company as contemplated by the Plan or any Reorganization Document; (ii) So long as this Agreement shall remain in effect, each of the Consenting Creditors shall agree that neither it nor any of its subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and it shall direct and use its reasonable best efforts to cause its and its subsidiaries, (e) object to the Disclosure Statement or the solicitation of acceptances to the Plan, or (f) take any action' Representatives not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to Spectrumany other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company or any of its subsidiaries ("Other Plan") or otherwise that is inconsistent withAcquisition Proposal. (iii) For purposes of this Agreement, "Acquisition Proposal" means any bona fide written offer or proposal for, or that 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 delay confirmation ofresult 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 PlanCompany 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.

Support of the Plan. As long as this Agreement remains in effect, has not been terminated and provided that notwithstanding the terms issuance of the Plan Examiner’s Report or anything contained therein, the Creditors’ Committee 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 respectsSupporting Party agrees, each Consenting Noteholder will, on a several but not joint basis, and solely in its capacity as a Consenting Noteholder and solely with respect to itself: (a) to use Agreed Efforts to (i) facilitate the Note Claimsfiling of this Agreement with the Bankruptcy Court, subject along with a motion to the provisions of approve this Agreement, within one Business Day of executing the Supplemental Term Sheet and (ii) support approval from the Plan in Bankruptcy Court for the manner described herein and, upon receipt of a Bankruptcy-Court approved Disclosure StatementDebtors to enter into this Agreement on shortened notice, and when properly solicited in no event later than in accordance with the Milestones; (b) to do so, vote all Note Claims in favor support approval 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, 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 Disclosure Statement and support confirmation of the Plan as soon as reasonably practicable in accordance with the Milestones, and Disclosure Statement are in all material respects on terms consistent with the terms set forth in this Agreement and the Term Sheet and are otherwise satisfactory Sheets; (c) not 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 Note Claims, shall not (a) oppose the chapter 11 filing; (bi) object to confirmation of the Plan or the Disclosure Statement, (ii) object to, or otherwise commence any proceeding to oppose oppose, alter, delay or alter impede the PlanPlan or the other Approved Plan Documents, (ciii) object to, or otherwise oppose, the extension of the Debtors’ exclusive right to file a plan of reorganization pursuant to section 1121 of the Bankruptcy Code, so long as all of the milestones under the Term Sheets have been met; (iv) vote (to the extent entitled to vote) for, consent to, support or participate in the formulation of any chapter 11 plan other plan of reorganization or liquidation proposed or filed or to be proposed or filedthan the Plan, (dv) directly or indirectly seek, solicit, negotiate or support any chapter 11 plan other than the Plan, or encourage any other plansale or disposition of the remaining assets of the Debtors, sale, proposal or offer of any dissolution, winding up, liquidation, reorganizationmerger, merger transaction, reorganization or restructuring of Spectrum the Debtors, if such action reasonably could be expected to prevent, delay or any impede the successful implementation of its subsidiariesthe Plan and the other Approved Plan Documents, (evi) object to the Disclosure Statement Solicitation or the solicitation of acceptances to the Plansupport any such objection by a third party, or (fvii) take any action, directly or indirectly, with respect to Spectrum, any of its subsidiaries or otherwise other action not required by law that is inconsistent with, or that would delay confirmation ofmaterially delay, the confirmation or consummation of the Plan; (d) to stay all litigation (including contested motions) and discovery or the pursuit of any actual or potential Causes of Action pending against, or subject to tolling agreements with, the Debtors or Ally, or the pursuit to obtain standing to pursue such litigation or any such Causes of Action and conversely, Ally agree that all statutes of limitation for any Causes of Action against the Debtors or Ally (whether currently pending or tolled) that have not run prior to the date of entry into this Agreement with respect to any claims against it relating to the Debtors shall be tolled for a period ending not earlier than 60-days following the termination of this Agreement, provided, however, that (i) the ▇▇▇▇▇▇▇ Class Claimants may continue to prosecute their class claims and the Motion to Apply Bankruptcy Rule 7023 and to Certify Class Claims [Docket No. 2044] as they deem necessary consistent with this Agreement and (ii) any Investor may continue to prosecute Causes of Action against any party other than Ally, the Debtors, or their respective Representatives; (e) that, so long as its vote has been solicited in a manner sufficient to comply with the requirements of sections 1125 and 1126 of the Bankruptcy Code, including its receipt of the Disclosure Statement following approval of such by the Bankruptcy Court under section 1125 of the Bankruptcy Code, it agrees to (i) vote (to the extent entitled to vote) to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the Solicitation; and (ii) not change or withdraw (or cause to be changed or withdrawn) such vote; (f) to take any and all commercially reasonable necessary actions to effectuate the terms of this Agreement; and (g) to support a partial paydown of no less than $800 million of the Junior Secured Notes Secured Claim; provided that Ally is paid prior to any such paydown of the Junior Secured Notes Secured Claim in cash in full in satisfaction of all outstanding amounts owed under the Amended and Restated Credit Agreement, dated as of December 30, 2009, among the GMACM, Residential Funding Company, LLC, ResCap, GMAC Residential Holding Company, LLC, GMAC- RFC Holding Company, LLC, Homecomings Financial, LLC, AFI and ▇▇▇▇▇ Fargo Bank, N.A. (as amended or supplemented); provided further that the terms of any Bankruptcy Court order approving such paydown enforces the terms and conditions of the intercreditor agreement between the Junior Secured Notes and Ally in all respects, provided, further, however, that in the event the Plan does not become effective, any paydown of Ally’s secured indebtedness will have no impact on, and be without prejudice to, the rights of any Party to seek to recharacterize or equitably subordinate Ally’s secured claims as if the paydown had not been made, and for the Court to fashion any remedy in connection therewith.

Support of the Plan. As long Subject 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 this Agreement remains in effectand when due, (B) the payment of ICO’s fees and expenses, to the extent required by Section 5.3 of the Implementation Agreement, and provided that (C) the terms 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 Disclosure Statement are in all material respects consistent with the terms set forth in transactions contemplated thereby; (iii) perform under the Term Sheet Implementation Agreement and are otherwise satisfactory to each of the Consenting Noteholders in all material respects, each Consenting Noteholder will, on a several but not joint basis, and solely in its capacity as a Consenting Noteholder and solely with respect agreements contemplated thereby; (iv) to the Note Claimsextent 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 this Agreementthe 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 duly executed and completed ballot or ballots, support as applicable, accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the Plan in the manner described herein and, upon receipt of a Bankruptcy-Court approved Disclosure Statement, accordance with sections 1125 and when properly solicited to do so, vote all Note Claims in favor 1126 of the Plan. With respect Bankruptcy Code and (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 Note Claims now claim or hereafter beneficially owned by any Consenting Noteholder or for which any Consenting Noteholders now or hereafter serves as the agent, investment advisor, manager or other authorized representative for beneficial owners of such Note Claims, as long as this Agreement remains in effect, interest it may hold against 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 Note Claims, shall not (a) oppose the chapter 11 filing; (b) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan, (c) vote for, 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 plan or proposal in respect of the same) other plan of reorganization or liquidation proposed or filed or to be proposed or filed, than the Plan; and (dvi) not directly or indirectly seek, solicit, vote any claim or interest it may hold for, support or encourage the filing of any other plan, saleplan 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 Spectrum or any of its subsidiaries, (e) object to the Disclosure Statement or the solicitation of acceptances to the PlanCompany, or (f) take any action, directly or indirectly, with respect to Spectrum, any of its subsidiaries or otherwise other action that is inconsistent with, or that would delay the solicitation, confirmation or consummation of, the PlanPlan or the Restructuring Transactions.

Support of the Plan. As long as this Agreement remains in effectStratosphere, Gaming Corp., Grand and provided that the terms each Noteholder shall use its reasonable best efforts to obtain confirmation of the Plan in accordance with the Bankruptcy Code and Disclosure Statement are in all material respects on terms consistent with the 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 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, support the Plan in the manner described herein andGaming Corp., upon receipt of a Bankruptcy-Court approved Disclosure Statement, Grand and when properly solicited each Noteholder shall take all necessary and appropriate actions to do so, vote all Note Claims in favor achieve confirmation of the Plan. With respect , including recommending 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, investment advisor, manager or holders of impaired claims (including the other authorized representative for beneficial owners holders of such Note Claims, as long as this Agreement remains in effect, the Notes) and provided interests 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 be confirmed. No Noteholder and solely with respect to the 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 PlanPlan or any other reorganization documents containing terms and conditions consistent with those set forth in this Agreement, (cb) 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 filedfiled in any Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grand, (dc) 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 Spectrum Stratosphere (other than one agreed to in writing by Grand) that could reasonably be expected to prevent, delay or any impede the successful restructuring of its subsidiaries, (e) object to the Disclosure Statement or the solicitation of acceptances to the PlanStratosphere as contemplated by this Agreement, or (fd) take any action, directly or indirectly, with respect to Spectrum, any of its subsidiaries or otherwise 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. As (1) Subject to the terms and conditions contained herein, each Consenting Holder severally agrees that so long as it is the legal owner, beneficial owner and/or the holder of Voting Control of all or any portion of the Relevant Claim, (i) from and after the date hereof through the date of termination of the obligations under this Agreement remains pursuant to SECTION 9 hereof it will not, directly or indirectly, agree to, consent to, provide any support to, participate in effectthe formulation of, and provided or vote for any plan of reorganization or liquidation, other than the Plan; PROVIDED that the terms of all the Plan Reorganization Documents (as defined below) are customary, incorporate the terms and Disclosure Statement conditions set forth in, and are otherwise consistent in all material respects consistent 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 (iii) agree to permit disclosure in the Disclosure Statement and any filings by the Company with the terms set forth in the Term Sheet Securities and are otherwise satisfactory to each Exchange Commission of the Consenting Noteholders in all material respects, each Consenting Noteholder will, on 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 contents of this Agreement, support including, but not limited to, the Plan commitments given in clause (i) of this SECTION 2(1) and the manner described herein andaggregate Relevant Claims held by all Consenting Holders; PROVIDED that the Company shall not disclose the amount of the Relevant Claim of any individual Consenting Holder, upon receipt except as otherwise required by applicable securities law. (2) Subject to the terms and conditions contained herein, each Consenting Holder further severally agrees that so long as it is a holder of a Bankruptcy-Court approved Disclosure StatementRelevant Claim, and when properly solicited to do so, vote all 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, 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 Note Claims, it shall not (a) oppose the chapter 11 filing; (b) object to 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 (chereinafter, 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) vote for, consent to, support or participate in the formulation of any of the Disclosure Statement, the Plan or any other plan Reorganization Document; PROVIDED that the terms of reorganization or liquidation proposed or filed or the Plan, the Disclosure Statement and all other Reorganization Documents are customary, incorporate the terms and conditions set forth in, and are otherwise consistent in all material respects with, the Term Sheet. (3) Subject to be proposed or filedthe terms and conditions contained herein, (d) and without limiting the generality of the foregoing, 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 Spectrum the Company or any of its subsidiaries, (e) object to subsidiaries other than as contemplated by the Disclosure Statement Term Sheet or the solicitation of acceptances to the Plan, or (f) take any 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 Planother Reorganization Document.

Support of the Plan. 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 Exhibits A and B and are otherwise satisfactory to each of the Consenting Noteholders CIT Capital in all material respects, each Consenting Noteholder will, on a several but not joint basis, and solely in its capacity as a Consenting Noteholder and CIT Capital will solely with respect to the Note Claims, subject to the provisions of this Agreement, Agreement support the Plan in the manner described herein and, upon receipt of a Bankruptcy-Court approved Disclosure Statement, and when properly solicited to do so, vote all Note Claims in favor of the Planherein. 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, investment advisor, manager or other authorized representative for beneficial owners of such Note ClaimsCIT 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 the terms set forth in the Term Sheet Exhibits A and B 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 CIT Capital solely with respect to the Note Claims, CIT Capital shall not (a) oppose the chapter 11 filing; (b) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan, (c) vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed, (d) 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 Spectrum the Company or any of its subsidiaries, (e) object to the Disclosure Statement or the solicitation of acceptances to the Plan, or (f) take any action, directly or indirectly, with respect to Spectrumthe Company, any of its subsidiaries or otherwise that is inconsistent with, or that would delay confirmation of, the Plan. Nothing contained herein shall limit the ability of CIT Capital to consult with the officers, directors, and agents of the Company or to appear and be heard concerning any matter arising in the Chapter 11 Case, so long as such consultation or appearance is not inconsistent with the 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.