Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan; (c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) amend, alter, supplement, restate or otherwise modify any Definitive Documents in a manner materially inconsistent with this Agreement; (f) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal income tax purposes; (g) operate its business or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (j) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholding.

Negative Commitments. Except as set forth in Section 87, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in in, this Agreement or the PlanAgreement; (c) seek to amend or modify the PlanDefinitive Documents, in whole or in part, in a manner that is not consistent inconsistent with this Agreement in all material respectsAgreement; (d) file any motion, pleading, or Definitive Documents other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) amend(i) consummate or enter into a definitive agreement evidencing, alteror file one or more motion or application seeking authority to consummate or enter into, supplementany merger, restate consolidation, disposition of material assets, acquisition or otherwise modify any Definitive Documents in a manner materially inconsistent with this Agreement; (f) take sale of material assets, or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Codesimilar transaction, (2ii) realization of make any taxable income outside the ordinary course of the Company Parties’ businessmaterial investments, (iii) pay any dividend, or (3iv) change incur any indebtedness for borrowed money, in the classification of any Company Party for U.S. federal income tax purposes; each case (gx) operate its business or make any payments outside the ordinary course of business, taking into account (y) in excess of $2,000,000 in the aggregate, or (z) other than as contemplated by this Agreement and the Restructuring Transactions, without the consent of unless the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheldStakeholders have provided prior written consent; (hf) amend, terminate, terminate or modify any agreement, document, instrument, indenture, indenture or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting CreditorsStakeholders; (ig) engage in seek the application of the equitable doctrine of marshaling, section 506(c) of the Bankruptcy Code or section 552(b) of the Bankruptcy Code with respect to any mergerof the Prepetition LC Facility Claims or the 1L Notes or 2L Notes; (h) make, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtednessmodify, or amend (other similar transaction outside of than in the ordinary course of business, other than as required by law or as permitted, required or contemplated as part of the transactions contemplated herein and on Restructuring Transactions or in the terms hereof Definitive Documents) a material tax election, including a tax classification election (or any deemed tax classification election through an amendment of a Company Party’s organizational documents or the conversion of a Company Party to a different entity classification for U.S. federal income tax purposes), without the written consent of the Required Consenting CreditorsStakeholders, not to be unreasonably withheld, conditioned or delayed; (i) (i) seek discovery in connection with, or prepare or commence an avoidance action or other legal proceeding that challenges, (A) the amount, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Stakeholders or (B) the validity, enforceability or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Stakeholders or (ii) support any third party in connection with any of the acts described in clause (i) of this paragraph; (j) seek, solicitcommence, support, file, encourage, propose, assist, consent to, vote for, enter or join any agreement with litigation or adversary proceedings against any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereofConsenting Stakeholder; (k) except with incur any liens or security interest, or encumbrance other than: (i) those existing immediately prior to the date hereof, (ii) those permitted pursuant to the DIP TLC Facility, or (iii) those granted under or permitted by the DIP TLC Orders and Cash Collateral Orders; (l) make any payment in satisfaction of any existing funded indebtedness other than as contemplated by the Restructuring Transactions and outside the ordinary course of business; (m) cause any Company Party that is a Debtor to pay any tax on behalf of any Company Party that is not a Debtor (or to transfer any amount to such non-Debtor Company party to pay such tax) in excess of $1,000,000 without the prior written consent of the Required Consenting CreditorsStakeholders (not to be unreasonably withheld, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order conditioned or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Partiesdelayed); or (ln) treat except as contemplated by this Agreement, the RSA Premium paid Plan, or pursuant to the Consenting Creditors as subject Restructuring Transactions, issue, sell, pledge, dispose of or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any kind to U.S. federal income tax withholdingacquire any shares of, any of its Interests, including capital stock or limited liability company interests.

Negative Commitments. Except as set forth in Section 89 or with the prior written consent of the Required Consenting Creditors, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to interfere with or that is inconsistent with or is intended or could reasonably be expected to interfere with, delay, or impede the acceptance, approval, implementation, or consummation of the Restructuring Transactions, including any action to undermine the enforcement of the Prepetition Intercreditor Agreements (except as otherwise provided in accordance with the Restructuring Transactions); (b) take withdraw or revoke the Chapter 11 Plan or WHOA Plan or publicly state its intention not to pursue the Chapter 11 Plan or WHOA Plan or to delay in any action way the pursuit of confirmation of the Chapter 11 Plan or WHOA Plan in a manner that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of with the Restructuring Transactions described in this Agreement or the PlanMilestones; (c) directly or indirectly, through any Entity, seek, solicit, propose, support, assist, or participate in the formulation or preparation of any Alternative Restructuring Proposal; (d) amend or propose to amend its respective certificate or articles of incorporation, bylaws, or comparable organizational documents in a manner inconsistent with this Agreement, the Chapter 11 Plan or the WHOA Plan; (e) enter into any separate or additional agreement (including without limitation, support agreements, cooperation agreements or letter agreements) in respect of the Restructuring Transactions with any Party without the consent of the Required Consenting Creditors; (f) modify the Chapter 11 Plan, WHOA Plan or any Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) amend, alter, supplement, restate or otherwise modify any Definitive Documents in a manner materially inconsistent with this Agreement; (f) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal income tax purposes;; or (g) operate its business or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (j) seek, solicitcommence, support, file, encourage, propose, assist, consent to, vote for, enter or join any agreement with any person regarding, pursue litigation or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent adversary proceeding relating to the filing by Chapter 11 Cases or the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims Dutch Scheme Proceedings against the Company Parties; or (l) treat the RSA Premium paid to the any Consenting Creditors as subject to U.S. federal income tax withholdingCreditor.

Negative Commitments. Except as set forth in Section 87 or with the prior written consent of the Required Consenting Stakeholders, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan; (c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all any material respectsrespect; (d) file any motion, pleading, or Definitive Documents (including any modifications or amendments thereof) with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement (including the consent rights of the Consenting Stakeholders set forth in in this Agreement as to the form and substance of such motion, pleading, or other Definitive Document) or the Plan; (e) amend, alter, supplement, restate except with respect to any transaction contemplated by the First Day Motions (on the terms set forth in such First Day Motion and any agreement or form of agreement attached thereto) or otherwise modify consented to in writing by the Initial Consenting Stakeholders prior to the Agreement Effective Date: (i) sell (including any Definitive Documents sale leaseback transaction), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any material properties or material assets of the Company Parties, including any Equity Interests, other than in a manner materially inconsistent the ordinary course of business; (ii) purchase, lease, or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any material assets or material properties, other than in the ordinary course of business; or (iii) commence any liquidation or wind down process with this Agreementrespect to any of the Company Parties’ businesses or enter into any agreement or arrangement, or modification to any agreement or arrangement, in connection therewith; (f) take (i) enter into or permit amend, adopt, restate, supplement, or otherwise modify any action that would result employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in a (1) change of ownership control arrangements with or for the benefit of any Company Party under Section 382 of the Internal Revenue Codeits employees that are a senior vice president or more senior, (2ii) realization of any taxable income outside increase the ordinary course of base salary, target bonus opportunity, or other benefits payable by the Company Parties’ businessParties or to any of their executive officers, or (3iii) change in make any payment to any former Insider (as of the classification Agreement Effective Date) of any Company Party for U.S. federal income tax purposespost-employment, retirement or similar plan or program, severance agreement, or similar arrangement; (g) operate its business assume, assume and assign, or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, without reject executory contracts or unexpired leases; provided that the consent of the Required Consenting Creditors, such consent Stakeholders shall not to be unreasonably withheld or (ii) transfer any asset or right of withheld; provided, further, that the Company Parties shall provide four (4) Business Days’ prior written notice of any assumption, assumption and assignment, or rejection of any asset executory contract or right used in unexpired lease, which notice shall include the business of analysis underlying the Company Parties’ decision to assume, assume and assign, or reject such executory contract or unexpired lease, including adequate information supporting such analysis and decision, and, absent written notification during that period from Milbank or G▇▇▇▇▇▇▇▇ to the Company Parties that the Required Consenting Stakeholders do not consent, the Required Consenting Stakeholders shall be deemed to have consented to any person such assumption, assumption and assignment, or entity outside rejection; (h) enter in any agreement, settlement, or other arrangement with any of the ordinary course of business without landlords under the Debtors’ leases waiving, deferring, or modifying the rent payments or rent structure under such leases; provided that the consent of the Required Consenting Creditors, such consent Stakeholders shall not to be unreasonably withheld; ; provided, further, that the Company Parties shall provide four (h4) amend, terminate, or modify Business Days’ prior written notice of any such agreement, document, instrument, indenturesettlement, or other writing evidencing any indebtedness or prepayarrangement, repaywhich notice shall include the analysis underlying the Company Parties’ decision to enter into such agreement, redeem, defease, purchase, acquire, terminatesettlement, or discharge any other arrangement, including adequate information supporting such indebtedness without analysis and decision, and, absent written notification during that period from Milbank or G▇▇▇▇▇▇▇▇ to the consent of Company Parties that the Required Consenting Creditors;Stakeholders do not consent, the Required Consenting Stakeholder shall be deemed to have consented to any such agreement, settlement, or other arrangement; or (i) engage in pay any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside prepetition Claim (including Claims pursuant to section 503(b)(9) of the ordinary course of business, other than the transactions contemplated herein Bankruptcy Code and on the terms hereof without the consent of the Required Consenting Creditors; (jlien Claims) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order held by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, vendors except in compliance with the First Day Motions and only to the extent that the Company Parties have (i) made commercially reasonable efforts to require such vendor to execute a trade agreement providing for the avoidance continuity of doubtgoods and services to the Debtors or Reorganized Debtors, any such order intended as applicable, on terms reasonably acceptable to preserve net operating losses or other tax attributes or the Required Consenting Stakeholders (as determined in accordance with the consultation, notice, and consent procedures referenced in the following clause (ii)), and (ii) make any material determination with respect provided notice of such payment to (a) any such Transfer restrictionone or more Initial Consenting Stakeholders pursuant to consultation, sell-down ordernotice, or notification requirement regarding ownership of claims in order and consent procedures to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) be agreed between the potential imposition or waiver of any of the foregoing; provided that Company Parties and the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholdingStakeholders.

Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) prepare, commence, or support any third party in connection with an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, liens or encumbrances securing, or priority of any allowed Senior Secured Notes Claims or Prepetition ABL Claims; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions or any other transaction described in this Agreement or the Planany Definitive Document; (cd) seek to modify the PlanPlan or any other Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (de) file any motion, pleading, or Definitive Documents Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) amend, alter, supplement, restate or otherwise modify any Definitive Documents in a manner materially inconsistent with this AgreementDocument; (f) take or permit change any action that would result in a (1) material tax election, change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the tax classification of any Company Party for Party, file any material amended tax return, enter into any “closing agreement” (within the meaning of section 7121 of the Tax Code or similar provision of state or local tax law) with respect to a material tax, or seek any private letter ruling from the U.S. federal income tax purposesInternal Revenue Service, in each case, inconsistent with past practice except to the extent needed to comply with the terms of this Agreement or any Definitive Document, without the written consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed); (g) operate its business subject to Section 8 of this Agreement, seek or make solicit any payments outside Alternative Restructuring Proposal; (h) commence, support, or join any litigation or adversary proceeding against any Consenting Stakeholder; (i) (i) seek formal discovery in connection with, prepare, or commence any proceeding that challenges (1) the ordinary course amount, validity, allowance, character, enforceability, or priority of businessany Company Claims/Interests of any of the Consenting Stakeholders, taking or (2) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Stakeholder; (ii) otherwise seek to restrict any contractual rights of any of the Consenting Noteholders or the Consenting Prepetition ABL Lenders under the Senior Secured Notes Documents or Prepetition ABL Loan Documents, as applicable; or (iii) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 7.02(h); (j) except as contemplated by this Agreement, enter into account any contract with respect to debtor-in-possession financing, cash collateral usage, or exit financing without the advance written consent (email being sufficient) of the Required Consenting Stakeholders; (k) except as expressly contemplated by this Agreement, the Plan, or the other Definitive Documents, or as otherwise necessary to implement the Restructuring Transactions, without the consent of the Required Consenting Creditors(i) authorize, such consent not to be unreasonably withheld create, issue, sell, or grant any additional Nine Energy Equity Interests or other Interests in any Company Party or (ii) transfer reclassify, recapitalize, redeem, purchase, acquire, or declare or make any asset distribution on any Nine Energy Equity Interests; or (l) sell, convey, dispose, or right otherwise Transfer any of the Company Parties its material assets or any asset or right used in the business properties outside of the Company Parties to any person or entity outside the ordinary course of business without the reasonable consent of the Required Consenting Creditors, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (j) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholdingStakeholders.

Negative Commitments. Except as set forth in Section 87 of this Agreement, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation implementation, and consummation of the Restructuring Transactions described in this Agreement or the Plan; (c) modify the PlanPlan Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) amend, alter, supplement, restate withdraw or otherwise modify any Definitive Documents in a manner materially inconsistent with this Agreementrevoke the Plan or publicly announce its intention not to pursue the Plan; (f) take move for an order authorizing or permit any action that would result in directing the assumption or rejection of a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, Material Executory Contract or (3) change in the classification of any Company Party for U.S. federal income tax purposes; (g) operate its business or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, Unexpired Lease without the consent of the Required Consenting CreditorsRevolving Lenders, such which consent shall not to be unreasonably withheld or (ii) transfer any asset or right of withheld, and in consultation with the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of Required Ad Hoc Term Loan Lender Group, and the Required Consenting CreditorsTerm Loan Lenders; (g) commence an avoidance action or other legal proceeding that challenges the validity, such consent not to be unreasonably withheldenforceability or priority of the obligations under the Credit Agreement; (h) amendcommence, terminatesupport, or modify join any agreement, document, instrument, indenture, litigation or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without adversary proceeding against the consent of the Required Consenting CreditorsStakeholders; (i) engage in issue, sell, pledge, dispose of or encumber any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtednessadditional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, any of its Equity Interests, including capital stock or limited liability company interests; (j) amend or propose to amend its respective certificate or articles of incorporation, bylaws or comparable organizational documents in a manner inconsistent with this Agreement or the Plan; (k) split, combine or reclassify any outstanding shares of its capital stock or other similar transaction outside Equity Interests, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any of its Equity Interests; (l) redeem, purchase, or acquire or offer to acquire any of its Equity Interests, including capital stock or limited liability company interests; (m) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral, and/or exit financing other than the facilities contemplated under the DIP Facility, the Exit Financing Documents, the Plan Documents, this Agreement, the Plan, or the Term Sheets; (n) incur or suffer to exist any indebtedness or debt, or guarantee any indebtedness or enter into any “keep well” or other agreement to maintain any financial condition of another person, except indebtedness existing and outstanding immediately before the Petition Date, trade payables, liabilities arising and incurred in the ordinary course of business, other than and indebtedness arising under the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting CreditorsDIP Facility; (jo) seekchange materially its financial or tax accounting methods, solicitexcept insofar as may have been required by a change in GAAP or applicable law, support, file, encourage, propose, assist, consent to, vote for, enter or revalue any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereofof its material assets; (kp) except other than with respect to the consent of Amended Management Employment Agreements, enter into, adopt or amend any other management employment agreements or management compensation or incentive plans, or increase in any manner the Required Consenting Creditors, compensation or benefits (iincluding severance) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order director, officer, or restricts the ability management level employee of Consenting Creditors or other parties to Transfer any of the Company Parties’ securitiesParties or enter into or amend any existing employee agreements or any benefit or compensation plans, including, for except in the avoidance ordinary course of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination business consistent with respect to (a) any such Transfer restriction, sell-down orderpast practices in each case, or notification requirement regarding ownership of claims in order to determine whether further actions except as may be expressly permitted under this Agreement or the Plan; and (including Transfer restrictions q) incur any liens or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent security interest, other than those existing immediately prior to the filing by date hereof, those permitted under the Company Parties of a motion restricting trading of equity securities whichDIP Facility, for or those granted under the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholdingDIP Facility.

Negative Commitments. Except as set forth in Section 86.4, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object Commence a bankruptcy case with respect to OpCo or any Company Party other than MLP or Finance Corp.; (b) Object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (bc) take Take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in in, this Agreement or the Plan; (c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respectsDefinitive Documents; (d) file File any motion, pleading, pleading or Definitive Documents other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement Agreement, the Plan or the PlanDefinitive Documents; (e) amendAmend, alter, supplement, restate or otherwise modify any Definitive Documents Document, in whole or in part, in a manner that is materially inconsistent with this AgreementAgreement or the Transactions; (f) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal income tax purposes; (gi) operate its business or make any payments outside the ordinary course of businesscourse, taking into account the Restructuring Transactions, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld Transactions or (ii) other than the Transactions or any activities contemplated or required in connection with the Transactions, engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction or transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business business, in each of cases (i) and (ii) and without the consent of the Required Consenting CreditorsNoteholders, such which consent shall not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (j) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholding.

Negative Commitments. Except as set forth in Section 87.03, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take, or encourage any other person or Entity to take, any action, directly or indirectly, that would reasonably be expected to breach or be inconsistent with this Agreement, or take any action other action, directly or indirectly, that is inconsistent in any material respect withwould reasonably be expected to interfere with the acceptance, approval, implementation, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in Transactions, this Agreement Agreement, the Confirmation Order, or the Plan; (c) amend, supplement, waive, modify, or file a pleading seeking authority to amend, supplement, waive, or modify the PlanPlan or any other Definitive Document, in whole or in part, in a manner that is not materially consistent with this Agreement in all material respectsAgreement; (d) execute, agree to execute, file, or agree to file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent inconsistent with this Agreement or the Plan; (e) amend, alter, supplement, restate or otherwise modify any Definitive Documents in a manner materially inconsistent with this Agreement; (f) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 without the consent of the Internal Revenue CodeRequired Consenting Term Lenders and Required Consenting ABL Lenders, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal income tax purposes; (gi) operate its business or make any payments outside the ordinary course of businesscourse, taking into account the Restructuring Transactions, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity Entity outside the ordinary course of business; (f) (i) redeem or make or declare any dividends, distributions, or other payments on account of QualTek’s Equity Interests, (ii) make any transfers (whether by dividend, distribution, or otherwise) to any direct or indirect parent Entity or shareholder of QualTek, including on account of any management, advisory, or similar fees, or (iii) make any payments or transfers (whether by dividend, distribution, or otherwise) on account of any management agreements, consulting agreements, or other agreements with the Consenting Sponsors or their Affiliates (other than QualTek and its direct and indirect subsidiaries); provided that the foregoing shall not be construed to prohibit the Company Parties from making any payments on account of (i) ordinary course wages and benefits or (ii) any employee retention or incentive plans entered into in connection with the Chapter 11 Cases with the consent of the Required Consenting Term Lenders and Required Consenting ABL Lenders (not to be unreasonably withheld); (g) authorize, create, or issue any additional Equity Interests in any of the Company Parties other than to the extent necessary to implement the Restructuring Transactions and solely in connection with such implementation; (h) other than in the ordinary course of business and consistent with past practices, (i) enter into or amend, establish, adopt, restate, supplement, or otherwise modify or accelerate (x) any deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any employee, or (y) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, or agent to indemnification from any Company Party, or (ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements) that in either case (i) or (ii) is not in form and substance reasonably acceptable to the Required Consenting Term Lenders and Required Consenting ABL Lenders; (i) other than in the ordinary course or consistent with past practice, grant, agree to grant, or make any payment on account of (including pursuant to a key employee retention plan, key employee incentive plan, or other similar agreement or arrangement) any additional or any increase in the wages, salary, bonus, commissions, retirement benefits, pension, severance, or other compensation or benefits (including in the form of any vested or unvested Equity Interests in QualTek or any other Equity Interest of any kind or nature) of any director, manager, officer, or management- or executive-level employee, or any consultant or advisor that is retained or engaged by any of the Company Parties without the prior written consent of the Required Consenting Term Lenders and Required Consenting ABL Lenders (not to be unreasonably withheld); (j) other than in the ordinary course of business, (i) enter into any settlement regarding any Company Claims/Interests over $1 million, or (ii) allow or permit any material Permit of the Company Parties to lapse, expire, or terminate or be revoked, suspended, or modified without the consent of the Required Consenting Creditors, such consent Term Lenders and Required Consenting ABL Lenders (not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (j) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof); (k) except with the consent allow or permit any of the Required Consenting Creditorstheir respective material Permits to lapse, (i) take expire, terminate, or be revoked, suspended, or modified, or to suffer any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors material fine, penalty, or other parties sanctions related to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any their respective material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company PartiesPermits; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholdingSection 7.03 hereof, directly solicit, initiate, encourage, endorse, propose, file, support, approve, or otherwise promote or advance any Alternative Restructuring Proposal.

Negative Commitments. Except as set forth in Section 87, during the Agreement Effective Period, each of the Company Parties shall not not, without the prior written consent of the Required Consenting Lenders, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action or file any motion, pleading, or Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation implementation, and consummation of of, the Restructuring Transactions described in this Agreement or the PlanTransactions; (cb) seek to modify the Plan, Definitive Documents in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (c) amend or change, or pose to amend or change, any of the Company Parties’ respective Organizational Documents; (d) file any motiongrant, pleadingagree to grant, or Definitive Documents with make any payment on account of (including pursuant to a key employee retention plan, key employee incentive plan, or other similar arrangement) any additional or increase in the wages, salary, bonus, commissions, retirement benefits, pension, severance or other compensation or benefits of any employee or director qualifying as an insider under the Bankruptcy Court or any other court (including any modifications or amendments thereof) thatCode, in whole or in part, is not materially consistent with this Agreement or without the Planprior written consent of the Required Consenting Lenders; (e) amendauthorize, altercreate, supplementissue, restate sell or otherwise modify grant any Definitive Documents in a manner materially inconsistent with this Agreement; (f) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ businessadditional equity interests, or (3) change in the classification of reclassify, recapitalize, redeem, purchase, acquire, declare any Company Party for U.S. federal income tax purposes; (g) operate its business distribution on, or make any payments outside the ordinary course of businessdistribution on any equity interests, taking into account the Restructuring Transactionsin each case, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting CreditorsLenders; (i) engage seek discovery in any mergerconnection with, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtednessprepare, or commence any proceeding or other similar transaction outside action that challenges (A) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the ordinary course Consenting Lenders, or (B) the validity, enforceability, or perfection of business, any lien or other than the transactions contemplated herein and on the terms hereof without the consent encumbrance securing any Company Claims/Interests of any of the Required Consenting CreditorsLenders or (ii) support any Person in connection with any of the acts described in clause (i) of this Section 6.02(f); (jg) seek, consummate the Restructuring Transactions unless each of the conditions to the consummation of such transactions set forth in this Agreement has been satisfied (or waived by the applicable Persons in accordance with Section 13); or (h) solicit, support, fileinitiate, encourage, proposeor propose (in each case, assist, consent to, vote for, enter any agreement with any person regarding, pursue directly or consummate, indirectly) any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholding.

Negative Commitments. Except as set forth in Subject to Section 8, during the Agreement Effective Period, subject to the terms and conditions hereof, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in in, this Agreement or the Plan; (c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) amend, alter, supplement, restate or otherwise modify any Definitive Documents Document in a manner materially inconsistent with this Agreement; (f) take or permit settle any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal income tax purposes; (g) operate its business or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, material litigation without the consent of the Required Consenting Creditors, such Stakeholders; or (g) without the prior written consent not to be unreasonably withheld or (iiemail being sufficient) transfer any asset or right of the Company Parties Required Consenting Stakeholders, (i) enter into, terminate, or otherwise modify any asset material operational contract, lease, or right used other arrangement other than in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent or (ii)(a) make any payment to any officer or employee of the Required Consenting Creditors, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside Company Party out of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (jb) seek, solicit, support, file, encourage, propose, assist, consent agree to, vote for, enter any agreement with any person regarding, pursue or consummateincur, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result material increase in the entry compensation payable or to become payable to any officer or employee of any order by Company Party, or (c) materially increase the Bankruptcy Court that imposes a sellbenefits of any such officer or employee (except for increases in the compensation of non-down order or restricts officer employees in the ability ordinary course of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for business and consistent with past practice). For the avoidance of doubt, any such order intended payments to preserve net operating losses any officer or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver employee of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid Party made in accordance with agreements or arrangements specifically disclosed to the Consenting Creditors Stakeholders, in existence as subject of the Execution Date, and contemplated to U.S. federal income tax withholdingbe assumed under the Plan shall constitute payments in the ordinary course of business.

Negative Commitments. Except as set forth in Section 86.03, during the Agreement Effective Period, each of the Company Parties shall not not, without the prior written consent (including via email in accordance with Section 12.17) of the Required Consenting Creditors, directly or indirectly: (a) object totake any action that is inconsistent with this Agreement, delay, impede, the Definitive Documents or the Restructuring Transactions or take any other action that would reasonably be expected to interfere with acceptancewith, delay, or impede solicitation, implementation, or consummation of of, the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan; (c) modify the Plan, in whole or in part, in a manner that is not consistent inconsistent with this Agreement in all material respectsAgreement; (dc) (1) file or support any motion, pleading, order or any Definitive Documents with the Bankruptcy Court or any other court (including any modifications modification or amendments amendment thereof) that (i) in whole or in part, is materially inconsistent with this Agreement, the Plan or the Definitive Documents or (ii) in the case of any Definitive Document, has not been provided to counsel to the Initial Consenting Noteholders and the Agent for review in accordance with Section 5.1(e), (2) execute any Definitive Document that, in whole or in part, is not materially consistent with this Agreement and the Proposed Plan, or (3) waive, amend or modify any of the Definitive Documents or, if applicable, file with the Bankruptcy Court a pleading seeking to waive, amend or modify any term or condition of any of the Definitive Documents, which waiver, amendment, modification or filing contains any provision that is inconsistent with this Agreement and the Proposed Plan; (1) file or support any motion or application or commence a proceeding (including seeking formal or informal discovery) challenging (A) the amount, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Creditors, or (B) the validity, enforceability or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditors; (2) file any motion or application or commence a proceeding (including seeking formal or informal discovery) seeking to pursue claims or causes of action against any Consenting Creditor or any director, manager, officer or employee of, or lender to, or any consultant or advisor that is retained or engaged by, any of the Consenting Creditors; or (3) support any Person in connection with any of the actions described in clause (1) or (2); (e) amenddirectly or indirectly solicit, alterthrough any Person, supplementseek, restate propose, support, assist, engage in negotiations in connection with or otherwise modify participate in the formulation, preparation, filing, or prosecution of any Definitive Documents in a manner materially inconsistent with this AgreementAlternative Restructuring Proposal without the consent of the Required Consenting Creditors, subject to Section 6.03; (f) other than (i) as expressly contemplated by this Agreement, (ii) in connection with a dissolution or the winding-up of any Company Party or a similar transaction, or (iii) in the ordinary course of business, (A) make or change any material tax election (including, with respect to any Company Party that is treated as a partnership or disregarded entity for U.S. federal income tax purposes, an election to be treated as a corporation for U.S. federal income tax purposes) or (B) take or permit any action that would result in a (1) change of ownership disaffiliation of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of from the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal consolidated income tax purposesgroup under Section 1502 of the Code; (g) operate its business amend or propose to amend any of their respective organizational documents other than in connection with the commencement of the cases or pursuant to the Plan; (h) other than as expressly contemplated by this Agreement, authorize, create or issue any additional Equity Interests in any of the Company Parties, or redeem, purchase, acquire, declare any distribution on or make any payments outside distribution on any Equity Interests in any of the ordinary course of business, taking into account the Restructuring Transactions, Company Parties; (i) without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) engage in any material merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, business other than the transactions contemplated herein Restructuring Transactions; or (j) enter into or adopt any new compensation or employee benefit arrangements (or amend, modify, or terminate any existing compensation or employee benefit arrangements) without the reasonable consent of the Required Consenting Noteholders, the Required Backstop Parties and on the terms hereof Agent, and with respect to insiders (as defined in section 101(31) of the Bankruptcy Code), without the consent of the Required Consenting Creditors; (j) seekNoteholders, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in Backstop Parties and the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholdingAgent.

Negative Commitments. Except as set forth in Section 87, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation implementation, and consummation of the Restructuring Transactions described in in, this Agreement or the Plan; (c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) solicit, initiate, endorse, propose, file, support, approve, or otherwise promote or advance any Alternative Restructuring Proposal. For the avoidance of doubt, actions taken by the Company as part of the PWP Marketing Process, or otherwise in accordance with the Bidding Procedures (which such procedures shall be in form and substance acceptable to the Required Consenting Term Loan Lenders) shall not be a violation of this Section 6.02(e); (f) sell, or file any motion or application seeking to sell, any material assets, other than in the ordinary course of business, without the prior written consent of the Required Consenting Stakeholders (which may be by email); (g) other than as provided in this Agreement and the Restructuring Term Sheet, amend any of their corporate governance or organizational documents without the prior written consent of the Required Consenting Stakeholders (which may be by email), not to be unreasonably withheld; (h) other than in the ordinary course of business or as required by Law or regulation, (i) enter into or amend, alterestablish, adopt, restate, supplement, restate or otherwise modify or accelerate (x) any Definitive Documents deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of Named Executive Officers and Directors, or (y) any contracts, arrangements, or commitments that entitle any Named Executive Officers and Directors to indemnification from the Company Parties, or (ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements), in each case without the prior written consent of the Required Consenting Stakeholders (which may be by email); (i) other than in the ordinary course of business, (i) enter into any settlement regarding any Claims or Equity Interests, (ii) enter into any material agreement that is materially inconsistent with this Agreement, (ii) amend, supplement, modify, or terminate any material agreement in a manner way that is materially inconsistent with this Agreement, (iii) knowingly allow any material agreement to expire if such expiration would frustrate or impede consummation of the Restructuring Transactions, or (iv) knowingly allow any material permit, license or regulatory approval to lapse, expire, terminate or be revoked, suspended or modified, in each case without the prior written consent of the Required Consenting Stakeholders (which may be by email); (j) file with any court any motion, pleading, or Definitive Document (including any modifications or amendments thereto) that, in whole or in part, is materially inconsistent with this Agreement; (fi) take operate its business outside the ordinary course, other than the Restructuring Transactions, or permit any action that would result (ii) other than in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal income tax purposes; (g) operate its business or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) as contemplated by this Agreement transfer any material asset or right of the Company Parties (or its Affiliates) or any material asset or right used in the business of the Company Parties (or its Affiliates) to any person or entity outside entity; (l) other than in the ordinary course of business without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors; (i) as contemplated by this Agreement engage in any material merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (j) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (ii) make any material determination with respect to (a) any such Transfer restriction, sell-down order, or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Partiestransaction; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholding.

Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action that is inconsistent with or would to frustrate or interfere with acceptance, approval, implementation, or consummation of the Restructuring TransactionsTransactions or otherwise commence any proceeding opposing any of the terms of this Agreement or any of the other Definitive Documents; (b) take any action that is inconsistent in any material respect withamend, terminate or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan; (c) modify the PlanDefinitive Documents, in whole or in part, in a manner that is not consistent in all respects with this Agreement in all material respectsAgreement; (dc) file File any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (ed) amendseek, altersolicit, supplementsupport, restate encourage propose, consent to, vote for, or otherwise modify enter into any Definitive Documents in a manner materially inconsistent with this Agreementagreement regarding any Alternative Restructuring Proposal; (fe) take Consummate or permit enter into a definitive agreement evidencing any action that would result in a (1) change merger, consolidation, disposition of ownership material assets, acquisition of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ businessmaterial assets, or (3) change similar transaction, pay any dividend, incur any indebtedness for borrowed money, in the classification of any Company Party for U.S. federal income tax purposes; (g) operate its business or make any payments each case outside the ordinary course of business, taking into account in each case other than: (i) the Restructuring Transactions, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld Transactions or (ii) transfer any asset or right of with the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the prior consent of Highbridge and the Required Consenting Creditors, such consent not to be unreasonably withheldUnsecured Noteholders; (hf) amend, terminate, terminate or modify any agreement, document, instrument, indenture, indenture or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of Highbridge and the Required Consenting CreditorsUnsecured Noteholders; (g) except to the extent required by this Agreement or otherwise required to consummate the Restructuring Transactions, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended tax return, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment that would materially affect the Company Parties or Highbridge, in each case without the reasonable consent of Highbridge and the Required Consenting Unsecured Noteholders; (h) (i) seek discovery in connection with, or prepare or commence an avoidance action or other legal proceeding that challenges, (A) the amount, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Stakeholders or (B) the validity, enforceability or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Stakeholders or (ii) support any third party in connection with any of the acts described in clause (i) of this paragraph; (i) engage allege or support any claim or Cause of Action that the Respiratory Business Asset Sale Transaction is not an arm’s length transaction or that the consideration provided by Ventec to Invacare in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than Respiratory Business Asset Sale Agreement does not represent reasonably equivalent value for the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditorsassets sold pursuant thereto; (j) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter allege or support any agreement with claim that (x) any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; Transaction Documents (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result as defined in the entry Respiratory Business Asset Purchase Agreement) or any rights of any order by setoff contained therein do not “ride through” the Bankruptcy Court that imposes a sell-down order or restricts the ability Chapter 11 Cases unimpaired and without further action required of Consenting Creditors or other parties to Transfer any of the Company Parties’ securitiesVentec, including, for the avoidance of doubt, any such order intended to preserve net operating losses or other tax attributes or (iiy) make that any material determination with respect to (a) Transaction Documents or any such Transfer restrictionrights of setoff contained therein are barred by any injunction, sell-down order, release or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of any of the foregoing; provided that the Required Consenting Creditors shall consent to the filing by the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholding.otherwise;

Negative Commitments. Except as set forth in Section 8pursuant to the consummation of the Transactions, during the Agreement Effective Period, each the Company shall not, without the prior written consent of the Company Parties shall not Required Consenting Secured Parties, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of of, the Restructuring Transactions described in this Agreement or the PlanTransactions; (c) modify the Plan(i) execute or file any agreement, in whole instrument, form, or in part, in a manner other document that is not consistent with utilized to implement or effectuate, or that otherwise relates to, this Agreement in all material respects; (d) file any motion, pleading, or Definitive Documents with and/or the Bankruptcy Court or any other court (including any modifications or amendments thereof) Transactions that, in whole or in part, is not materially consistent with this Agreement or the Plan; (e) amend, alter, supplement, restate or otherwise modify any Definitive Documents in a manner materially inconsistent all material respects with this Agreement; (f) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change that is not otherwise in the classification of any Company Party for U.S. federal income tax purposes; (g) operate its business or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, without the consent of form and substance reasonably acceptable to the Required Consenting Creditors, such consent not to be unreasonably withheld or Secured Parties in accordance with ‎Section 3 and (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditorswaive, such consent not to be unreasonably withheld; (h) amend, terminate, or modify any agreementof the Definitive Documents, documentwhich waiver, instrumentamendment, indenturemodification, or other writing evidencing filing contains any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminateprovision that is not consistent in all material respects with this Agreement, or discharge any such indebtedness without the consent of is not otherwise consented to by the Required Consenting Creditors; (i) engage Secured Parties in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenting Creditors; (j) seek, solicit, support, file, encourage, propose, assist, consent to, vote for, enter any agreement accordance with any person regarding, pursue or consummate, any Alternative Restructuring Proposal, subject in all respects to Section 8.01 hereof; (k) except with the consent of the Required Consenting Creditors, (i) take any action that would result in the entry of any order by the Bankruptcy Court that imposes a sell-down order or restricts the ability of Consenting Creditors or other parties to Transfer any of the Company Parties’ securities, including, 12; for the avoidance of doubt, this Section 6.02(c) does not prohibit the Company from executing any such order intended to preserve net operating losses waiver, amendment or other tax attributes modification that does not contradict the Transaction Term Sheet, the New Term Loan Credit Agreement or (ii) make any material determination with respect to (a) any the Description of New Notes, provided that such Transfer restrictionwaiver, sell-down order, amendment or notification requirement regarding ownership of claims in order to determine whether further actions (including Transfer restrictions or sell-down orders) are necessary or (b) the potential imposition or waiver of modification does not adversely affect any of the foregoingConsenting Secured Parties in accordance with Section 12; provided that and (d) without the prior written consent of the Required Consenting Creditors Secured Parties, which consent shall consent to the filing by not be unreasonably withheld, terminate any engagement letter or fee letter between the Company Parties of a motion restricting trading of equity securities which, for the avoidance of doubt, do not include Claims against the Company Parties; or (l) treat the RSA Premium paid to the Consenting Creditors as subject to U.S. federal income tax withholdingand any Ad Hoc Group Advisor.