Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 7, 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) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (e) 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; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement; (i) operate its business outside the ordinary course, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the Ascend Noteholders.

Negative Commitments. Except as set forth in Section 78, 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, in this Agreement or the Plan; (c) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (ed) 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; (fe) seek to enter intoamend, amend alter, supplement, restate or otherwise modify any organizational documents of the Company Parties Definitive Documents in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification materially inconsistent with this Agreement; (if) 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 coursecourse of business, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Required Consenting Parties Creditors, such consent not to be unreasonably withheld or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Required Consenting Parties; providedCreditors, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking such consent not to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibitedunreasonably withheld; (h) seek to amend amend, terminate, or modify any Definitive Document in a manner that is inconsistent with this Agreementagreement, including Section 3.02document, 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 indebtedness, or other similar transaction outside of the ordinary course of business 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 TransactionsProposal, 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 (jl) commence, support or join any litigation or adversary proceeding against treat the BEP Noteholders or RSA Premium paid to the Ascend NoteholdersConsenting Creditors as subject to U.S. federal income tax withholding.

Negative Commitments. Except as set forth in Section 7pursuant 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) take (i) execute or file any action that causes a default under the Amended and Restated Note Purchase Agreementagreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuringinstrument, modify the Planform, in whole 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 and and/or the Definitive Documents in all material respects; (e) file any motion, pleading, or Definitive Documents with 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; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is inconsistent all material respects with this Agreement, providedor that is not otherwise in form and substance reasonably acceptable to the Required Consenting Secured Parties in accordance with ‎Section 3 and (ii) waive, howeveramend, or modify any of the Definitive Documents, which waiver, amendment, modification, or filing contains any provision that is not consistent in all material respects with this Agreement, or is not otherwise consented to by the Required Consenting Secured Parties in accordance with Section 12; for the avoidance of doubt, this Section 6.02(c) does not prohibit the Parties agree that Company from executing any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an such waiver, amendment or modification inconsistent that does not contradict the Transaction Term Sheet, the New Term Loan Credit Agreement or the Description of New Notes, provided that such waiver, amendment or modification does not adversely affect any of the Consenting Secured Parties in accordance with this Agreement;Section 12; and (id) operate its business outside the ordinary course, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the prior written consent of the Required Consenting Parties or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the Secured Parties, which consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as unreasonably withheld, terminate any engagement letter or fee letter between the Consenting Parties have provided reasonable consent to such filing; Company and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the Ascend NoteholdersAd Hoc Group Advisor.

Negative Commitments. Except as set forth in Section 7, 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, this Agreement or the PlanAgreement; (c) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, seek to amend or modify the PlanDefinitive Documents, in whole or in part, in a manner that is not consistent inconsistent with this Agreement and the Definitive Documents in all material respectsAgreement; (ed) 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; (fe) seek (i) consummate or enter into a definitive agreement evidencing, or file one or more motion or application seeking authority to consummate or enter into, amend any merger, consolidation, disposition of material assets, acquisition or sale of material assets, or similar transaction, (ii) make any material investments, (iii) pay any dividend, or (iv) incur any indebtedness for borrowed money, in each case (x) outside the ordinary course of business, (y) in excess of $2,000,000 in the aggregate, or (z) other than as contemplated by this Agreement and the Restructuring Transactions, unless the Required Consenting Stakeholders have provided prior written consent; (f) 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 Stakeholders; (g) 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 of the Prepetition LC Facility Claims or the 1L Notes or 2L Notes; (h) make, modify, or amend (other than in the ordinary course of business, as required by law or as permitted, required or contemplated as part of the Restructuring Transactions or in the 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 Company Parties in a manner that is inconsistent with this AgreementRequired Consenting Stakeholders, providednot to be unreasonably withheld, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment conditioned or modification inconsistent with this Agreementdelayed; (i) operate its business outside (i) seek discovery in connection with, or prepare or commence an avoidance action or other legal proceeding that challenges, (A) the ordinary courseamount, taking into account the Restructuring Transactionsvalidity, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Parties 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) transfer support any material asset or right third party in connection with any of the Company Parties or any material asset or right used acts described in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; clause (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; orthis paragraph; (j) commence, support support, or join any litigation or adversary proceeding proceedings against any Consenting Stakeholder; (k) incur any liens or security interest, or encumbrance other than: (i) those existing immediately prior to the BEP Noteholders date hereof, (ii) those permitted pursuant to the DIP TLC Facility, or (iii) those granted under or permitted by the Ascend NoteholdersDIP 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 Stakeholders (not to be unreasonably withheld, conditioned or delayed); or (n) except as contemplated by this Agreement, the Plan, or pursuant to the 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 acquire any shares of, any of its Interests, including capital stock or limited liability company interests.

Negative Commitments. Except as set forth in Section 76.4, 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, this Agreement or the Plan; (c) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writingDefinitive Documents; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (e) 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, the Plan or the Definitive Documents; (e) Amend, alter, supplement, restate or otherwise modify any Definitive Document, in whole or in part, in a manner that is materially inconsistent with this Agreement or the PlanTransactions; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement; (i) operate its business outside the ordinary course, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties or (ii) transfer any material asset or right of other than the Company Parties Transactions or any material asset activities contemplated or right used required in connection with the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; providedTransactions, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) 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 of the ordinary course of business other than business, in each of cases (i) and (ii) and without the Restructuring Transactions; or (j) commenceconsent of the Required Consenting Noteholders, support or join any litigation or adversary proceeding against the BEP Noteholders or the Ascend Noteholders.which consent shall not be unreasonably withheld;

Negative Commitments. Except as set forth in Section 77.03, 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 inTransactions, this Agreement Agreement, the Confirmation Order, or the Plan; (c) take any action that causes amend, supplement, waive, modify, or file a default under the Amended and Restated Note Purchase Agreementpleading seeking authority to amend, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuringsupplement, 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 and the Definitive Documents in all material respectsAgreement; (ed) 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; (fe) seek to enter into, amend or modify any organizational documents without the consent of the Company Parties in a manner that is inconsistent with this AgreementRequired Consenting Term Lenders and Required Consenting ABL Lenders, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement; (i) operate its business outside the ordinary course, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such 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 would have a materially adverse effect 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 proposed 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 Parties; provided, that, in any In-Court Proceeding, a Company Party Term Lenders and Required Consenting ABL Lenders (1) filing a notice or motion seeking not to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibitedunreasonably withheld); (hk) seek allow or permit any of their respective material Permits to amend lapse, expire, terminate, or modify any Definitive Document in a manner that is inconsistent with this Agreementbe revoked, including Section 3.02; (i) engage in suspended, or modified, or to suffer any material mergerfine, consolidationpenalty, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside sanctions related to any of the ordinary course of business other than the Restructuring Transactionstheir respective material Permits; or (jl) commencesubject to Section 7.03 hereof, support directly solicit, initiate, encourage, endorse, propose, file, support, approve, or join otherwise promote or advance any litigation or adversary proceeding against the BEP Noteholders or the Ascend NoteholdersAlternative Restructuring Proposal.

Negative Commitments. Except as set forth in Section 77 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) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all any material respectsrespect; (ed) 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; (fe) seek except with respect to enter intoany 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 consented to in writing by the Initial Consenting Stakeholders prior to the Agreement Effective Date: (i) sell (including any sale leaseback transaction), amend lease, mortgage, pledge, grant, or modify incur any organizational documents encumbrance on, or otherwise Transfer, any material properties or material assets of the Company Parties Parties, including any Equity Interests, other than in a manner that is 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 Agreement, provided, however, that for the avoidance of doubt, the Parties agree that respect to any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment Company Parties’ businesses or enter into any agreement or arrangement, or modification inconsistent with this Agreementto any agreement or arrangement, in connection therewith; (f) (i) operate enter into or amend, adopt, restate, supplement, or otherwise modify any 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 control arrangements with or for the benefit of any of its business outside employees that are a senior vice president or more senior, (ii) increase the ordinary coursebase salary, taking into account target bonus opportunity, or other benefits payable by the Restructuring TransactionsCompany Parties or to any of their executive officers, such or (iii) make any payment to any former Insider (as of the Agreement Effective Date) of any post-employment, retirement or similar plan or program, severance agreement, or similar arrangement; (g) assume, assume and assign, or reject executory contracts or unexpired leases; provided that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Required Consenting Parties or (ii) transfer any material asset or right of Stakeholders shall not be unreasonably 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 material 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 the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibitedrejection; (h) seek enter in any agreement, settlement, or other arrangement with any of the 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 Stakeholders shall not be unreasonably withheld; provided, further, that the Company Parties shall provide four (4) Business Days’ prior written notice of any such agreement, settlement, or other arrangement, which notice shall include the analysis underlying the Company Parties’ decision to amend enter into such agreement, settlement, or modify any Definitive Document in a manner that is inconsistent with this Agreementother arrangement, including Section 3.02;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 Stakeholder shall be deemed to have consented to any such agreement, settlement, or other arrangement; or (i) engage in pay any material merger, consolidation, disposition, 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 Bankruptcy Code and lien Claims) held by any of business other than the Restructuring Transactions; or Company Parties’ vendors except in compliance with the First Day Motions and only to the extent that the Company Parties have (ji) commencemade commercially reasonable efforts to require such vendor to execute a trade agreement providing for the continuity of goods and services to the Debtors or Reorganized Debtors, support as applicable, on terms reasonably acceptable to the Required Consenting Stakeholders (as determined in accordance with the consultation, notice, and consent procedures referenced in the following clause (ii)), and (ii) provided notice of such payment to one or join any litigation or adversary proceeding against more Initial Consenting Stakeholders pursuant to consultation, notice, and consent procedures to be agreed between the BEP Noteholders or Company Parties and the Ascend NoteholdersRequired Consenting Stakeholders.

Negative Commitments. Except as set forth in Section 7, 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) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (ed) 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) seek sell, or file any motion or application seeking to enter intosell, 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 modify any 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, 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 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 Parties, or (ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements), in a manner 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, provided(ii) amend, howeversupplement, modify, or terminate any material agreement in a way that for the avoidance of doubtis materially inconsistent with this Agreement, the Parties agree that (iii) knowingly allow any amendment material agreement to expire if such expiration would frustrate or impede consummation of the Company’s certificate 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 incorporation to effect a reverse stock split as presented 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 the Reverse Stock Split Proposal whole or in part, is not an amendment or modification materially inconsistent with this Agreement; (i) operate its business outside the ordinary course, taking into account other than the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties or (ii) other than in the ordinary course of business or 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 such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with contemplated by this Agreement, including Section 3.02; (i) Agreement engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactionstransaction; or (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the Ascend Noteholders.

Negative Commitments. Except as set forth in Section 78, 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, in this Agreement or the Plan; (c) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writingDefinitive Document; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, 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 and the Definitive Documents in all material respects; (e) 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 Planany Definitive Document; (f) seek to change any material tax election, change the tax classification of any Company Party, file any material amended tax return, enter into, amend or modify into any organizational documents “closing agreement” (within the meaning of section 7121 of the Company Parties 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. Internal Revenue Service, in a manner that is 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) subject to Section 8 of this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that seek or solicit any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement; (i) operate its business outside the ordinary course, taking into account the Alternative Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibitedProposal; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (j) commence, support 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 BEP amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Stakeholders, 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 Ascend NoteholdersConsenting 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 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, (i) authorize, create, issue, sell, or grant any additional Nine Energy Equity Interests or other Interests in any Company Party or (ii) reclassify, recapitalize, redeem, purchase, acquire, or declare or make any distribution on any Nine Energy Equity Interests; or (l) sell, convey, dispose, or otherwise Transfer any of its material assets or properties outside of the ordinary course of business without the reasonable consent of the Required Consenting Stakeholders.

Negative Commitments. Except as set forth in Section 77 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, in this Agreement or the Plan; (c) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the PlanPlan Documents, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (ed) 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; (fe) seek withdraw or revoke the Plan or publicly announce its intention not to enter into, amend or modify any organizational documents of pursue the Company Parties in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this AgreementPlan; (if) operate its business outside move for an order authorizing or directing the ordinary course, taking into account the Restructuring Transactions, such that would have assumption or rejection of a materially adverse effect on the proposed Restructuring Transactions Material Executory Contract or Unexpired Lease without the consent of the Required Consenting Parties or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the Revolving Lenders, which consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as unreasonably withheld, and in consultation with the Required Ad Hoc Term Loan Lender Group, and the Required Consenting Parties have provided reasonable consent to such filing; and Term Loan Lenders; (2g) a Company Party paying Court or U.S. Trustee fees, professional fees commence an avoidance action or other expenses attendant to maintaining legal proceeding that challenges the Chapter 11 Cases shall not be prohibitedvalidity, enforceability or priority of the obligations under the Credit Agreement; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (j) commence, support support, or join any litigation or adversary proceeding against the BEP Noteholders Consenting Stakeholders; (i) issue, sell, pledge, dispose of or encumber any additional 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 Ascend NoteholdersPlan; (k) split, combine or reclassify any outstanding shares of its capital stock or other 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, and indebtedness arising under the DIP Facility; (o) change materially its financial or tax accounting methods, except insofar as may have been required by a change in GAAP or applicable law, or revalue any of its material assets; (p) other than with respect to the 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 compensation or benefits (including severance) of any director, officer, or management level employee of any of the Company Parties or enter into or amend any existing employee agreements or any benefit or compensation plans, except in the ordinary course of business consistent with past practices in each case, or except as may be expressly permitted under this Agreement or the Plan; and (q) incur any liens or security interest, other than those existing immediately prior to the date hereof, those permitted under the DIP Facility, or those granted under the DIP Facility.

Negative Commitments. Except as set forth in Section 79 or unless otherwise consented to or waived by the Required Consenting Parties (with respect to clauses (a)-(n) of this Section 8.02) or the Required Supermajority Consenting Parties (not to be unreasonably withheld, conditioned, or delayed) (with respect to clauses (o)-(r) of this Section 8.02), during the Agreement Effective Period, each of the Company Parties agrees that it shall not directly or indirectlynot: (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 the approval, implementation implementation, and consummation of the Restructuring Transactions described in, this Agreement or the PlanTransactions; (c) take (i) execute, deliver, and/or file with the Bankruptcy Court any action that causes a default under the Amended and Restated Note Purchase Agreementagreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuringinstrument, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (e) file any motion, pleading, order, form, or Definitive Documents with other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Bankruptcy Court or any other court (including any modifications or amendments thereof) Plan, and/or the Restructuring Transactions that, in whole or in part, is not consistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof, or if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or (ii) 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 not consistent with this Agreement (including the Restructuring Term Sheet) or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (d) (i) seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (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 (or purporting to secure) any Company Claims/Interests of any of the Consenting Creditors; (ii) otherwise seek to restrict any rights of any of the Consenting Parties; or (iii) support any Person in connection with any of the acts described the foregoing clauses; (e) except for with respect to the DIP Facility, the DIP Order, the New A/R Facility, the Convertible A Exit Notes, the Exit Term Loans, the Convertible B Exit Notes, the Take Back Exit Facility, or the Cash Collateral Order, including any increase as set forth in Section 13.01(v) hereof, enter into any contract or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangements; (f) except to the extent permitted by Section 9.02 hereof, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, or participate in any discussions or negotiations, agreements, understandings, or other arrangements with any Person regarding, pursue, or consummate, any Alternative Restructuring or Alternative Restructuring Proposal; (g) commence the solicitation with respect to the Plan unless the Disclosure Statement and any other Solicitation Materials are materially consistent with this Agreement or and are otherwise in form and substance acceptable in accordance with the Planterms set forth in Section 3 hereof; (fh) seek take or fail to enter intotake any action (except to the extent expressly contemplated by this Agreement) if such action or failure to act could cause a change to the tax status of DSG or any of its subsidiaries or be expected to cause, individually or in the aggregate, a material adverse tax consequence to DSG or its subsidiaries; (i) amend or modify change, or propose to amend or change, any organizational documents of their respective Organizational Documents; (j) (i) authorize, create, issue, sell, or grant any additional Interests, or (ii) reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any Interests; (k) consummate the Restructuring Transactions unless each of the applicable conditions to the consummation of such transactions set forth in this Agreement (including the Restructuring Term Sheet) and the other applicable Definitive Documents has been satisfied (or waived by the applicable party or parties, including the Required Consenting Parties); (l) Transfer the YES Interests, whether directly or indirectly, in a manner inconsistent with the Restructuring Transactions; (m) Transfer any Interests in the Company Parties in a manner that is inconsistent with the Restructuring Term Sheet and the Convertible B Commitment Letter; (n) Transfer any Interest in any Company Party to any Disqualified Party; (o) make, or commit to make, any investment or investments that involve payment in excess of the greater of $2,500,000 or 10% more than the amounts budgeted for investments in the Company Parties’ business plan in the aggregate; provided that any investment in connection with the separation of the Company Parties from the ▇▇▇▇▇▇▇▇ Parties after the Execution Date shall be excluded for purposes of determining compliance with this AgreementSection 8.02(o); provided further, that the Company Parties’ shall provide reasonable advance notice to the Consenting Parties’ Advisors before making, or committing to make, any investment or investments that would exceed, or reasonably be expected to exceed, the thresholds set forth in this Section 8.02(o); (p) dispose of any assets having a value in excess of $5,000,000 in the aggregate; provided that any settlement or other release of the ▇▇▇▇▇▇▇▇-Related Litigations permitted by Section 8.02(o) shall be excluded for purposes of determining compliance with this Section 8.02(p); provided further, that the Company Parties’ shall provide reasonable advance notice to the Consenting Parties’ Advisors before making, or committing to make, any disposition of assets having a value in excess of the threshold set forth in this Section 8.02(p); (q) enter into, make any amendment, waiver, supplement, or other change to, or terminate, any contract, transaction, or arrangement (other than an employment agreement or indemnification agreement) between any Company Party or any of their Affiliates, on the one hand, and any director or officer of any Company Party or any of their Affiliates or greater than 5% beneficial owner of any equity interests in any Company Party, on the other hand; or (r) materially amend, modify, or terminate any Compensation Arrangements with respect to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇, or enter into or adopt any new Compensation Arrangements with respect to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇, or enter into or adopt any new Compensation Arrangements in a manner that would cause payment in excess of 10% more than the amounts budgeted for Compensation Arrangements during the Agreement Effective Period in the Company Parties’ business plan; provided, however, that for nothing in this Section 8.02(r) shall prohibit or otherwise affect any Company Party’s right, during the avoidance of doubtAgreement Effective Period, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement;to (i) operate its business outside negotiate the ordinary courseterms of any new employment agreements or amendments to existing employments agreements or Compensation Arrangements that will become effective on or after the Plan Effective Date, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties or (ii) transfer negotiate the terms of, enter into new employment agreements with respect to, or otherwise hire, engage, or retain (x) a general counsel (or similar role), (y) a head of advertising sales (or similar role), or (z) any material asset other role or right position necessary to separate the Company Parties from the ▇▇▇▇▇▇▇▇ Parties, or (iii) amend, modify, or terminate any Compensation Arrangements or enter into or adopt any new Compensation Arrangements in connection with the separation of the Company Parties from the ▇▇▇▇▇▇▇▇ Parties, and any expenditures related to the foregoing clauses (ii) or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1iii) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent subject to such filing; and (2this Section 8.02(r) a Company Party paying Court in any manner or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document result in a manner termination event under Section 13.01(v); provided further, that is inconsistent with this Agreement, including Section 3.02; clauses (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside through (iii) of the ordinary course of business other than the Restructuring Transactions; or (j) commence, support preceding proviso shall not apply to any new employment agreements or join any litigation amendments to existing employment agreements or adversary proceeding against the BEP Noteholders Compensation Arrangements with respect to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or the Ascend Noteholders▇▇▇▇▇ ▇▇▇▇▇.

Negative Commitments. Except as set forth in Section 78, 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) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the PlanDefinitive Documents, in whole or in part, in a manner that is not consistent in all respects with this Agreement and the Definitive Documents in all material respectsAgreement; (ec) 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; (d) seek, solicit, support, encourage propose, consent to, vote for, or enter into any agreement regarding any Alternative Restructuring Proposal; (e) Consummate or enter into a definitive agreement evidencing any merger, consolidation, disposition of material assets, acquisition of material assets, or similar transaction, pay any dividend, incur any indebtedness for borrowed money, in each case outside the ordinary course of business, in each case other than: (i) the Restructuring Transactions or (ii) with the prior consent of Highbridge and the Required Consenting Unsecured Noteholders; (f) seek to enter intoamend, amend terminate or modify any organizational documents 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 Highbridge and the Required Consenting Unsecured 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 a manner 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 is inconsistent with this Agreementchallenges, provided(A) the amount, howevervalidity, that for the avoidance allowance, character, enforceability or priority of doubt, the Parties agree that any amendment Company Claims/Interests of any of the Company’s certificate Consenting Stakeholders or (B) the validity, enforceability or perfection of incorporation to effect a reverse stock split as presented 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 Reverse Stock Split Proposal is not an amendment or modification inconsistent with acts described in clause (i) of this Agreementparagraph; (i) operate its business outside allege or support any claim or Cause of Action that the ordinary course, taking into account Respiratory Business Asset Sale Transaction is not an arm’s length transaction or that the Restructuring Transactions, such consideration provided by Ventec to Invacare in the Respiratory Business Asset Sale Agreement does not represent reasonably equivalent value for the assets sold pursuant thereto; (j) allege or support any claim that would have a materially adverse effect on (x) any Transaction Documents (as defined in the proposed Restructuring Transactions without the consent of the Consenting Parties or (iiRespiratory Business Asset Purchase Agreement) transfer any material asset or right of the Company Parties or any material asset or right used in the business rights of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall setoff contained therein do not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining “ride through” the Chapter 11 Cases shall not be prohibitedunimpaired and without further action required of Ventec, or (y) that any Transaction Documents or any rights of setoff contained therein are barred by any injunction, release or otherwise; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the Ascend Noteholders.

Negative Commitments. Except as set forth in Section 78, 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) enter into any other Restructuring Support Agreement related to a partial or total restructuring of the Company Parties’ obligations unless such support agreement is not inconsistent with this Agreement and is in form and substance reasonably acceptable to the Consenting Investor; (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 described in, this Agreement Agreement, the Definitive Documents, or the Prepackaged Plan; (c) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if (i) execute, deliver and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form, or other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Prepackaged Plan and/or the Restructuring Transactions are implemented through that, in whole or in part, is materially inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the In-terms set forth in Section 3 hereof, or if applicable, file any motion, application or other pleading with the Bankruptcy Court Restructuringseeking authorization to accomplish or effect any of the foregoing; or (ii) waive, amend, or modify any of the Definitive Documents, or, if applicable, file with the Bankruptcy Court a motion, application or other 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 materially inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (e) seek to modify the PlanDefinitive Documents, in whole or in part, in a manner that is not consistent inconsistent with this Agreement and the Definitive Documents in all material respectsPrepackaged Plan; (ef) amend or change, or propose to amend or change, any of the Company Parties’ respective organizational documents, except to the extent required to comply with the terms of this Restructuring Support Agreement; (g) 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 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 Code, without the prior written consent of the Consenting Investor and the Required Consenting Noteholders; (h) authorize, create, issue, sell or grant any additional Interests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any equity interests; (i) file any motion, application, 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 PlanPrepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (fj) (i) seek discovery in connection with, prepare, or commence any proceeding or other action 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 person in connection with any of the acts described in clause (i) of this Section 7.02(j); (k) consummate the Restructuring Transactions unless each of the conditions to enter intothe consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14 hereof); (l) amend, amend alter, supplement, restate, or otherwise modify any organizational documents of the Company Parties Definitive Documents in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement; (im) operate its business outside solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; provided that the ordinary courseCompany Parties may pursue a Sale Transaction (as defined in and in accordance with the Prepackaged Plan); (n) enter into, taking into account terminate, modify, or transfer any material operational contracts, leases, or other arrangements that would, individually or in the Restructuring Transactionsaggregate, such that would reasonably be expected to have a materially material and adverse effect on the proposed Restructuring Transactions Company Parties, taken as a whole, without the prior consent of the Consenting Parties or (ii) transfer any material asset or right of Investor; provided that the Company Parties or any material asset or right used may pursue a Sale Transaction (as defined in and in accordance with the Prepackaged Plan); (o) request a Credit Extension (as defined in the business Prepetition RCF Credit Agreement) during the pendency of the Company Parties to Chapter 11 Cases; or (p) encourage or facilitate any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent to do any of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the Ascend Noteholdersforegoing.

Negative Commitments. Except as set forth in Section 76.03, 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) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan, in whole or in part, in a manner that is not consistent inconsistent with this Agreement and the Definitive Documents in all material respectsAgreement; (ec) (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) directly or indirectly solicit, through any Person, seek, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative 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 disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code; (g) 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; (fh) seek to enter intoother than as expressly contemplated by this Agreement, amend authorize, create or modify issue any organizational documents additional Equity Interests in any of the Company Parties Parties, or redeem, purchase, acquire, declare any distribution on or make any distribution on any Equity Interests in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this AgreementCompany Parties; (i) operate its business outside the ordinary course, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Required Consenting Parties or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; providedCreditors, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (j) commenceenter into or adopt any new compensation or employee benefit arrangements (or amend, support modify, or join terminate any litigation existing compensation or adversary proceeding against employee benefit arrangements) without the BEP Noteholders or reasonable consent of the Ascend Required Consenting Noteholders, the Required Backstop Parties and the Agent, and with respect to insiders (as defined in section 101(31) of the Bankruptcy Code), without the consent of the Required Consenting Noteholders, the Required Backstop Parties and the Agent.

Negative Commitments. Except as set forth in Section 7, 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) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, seek to modify the Plan, Definitive Documents in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (ec) file any motion, pleadingamend or change, or Definitive Documents with pose to amend or change, any of 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 PlanCompany Parties’ respective Organizational Documents; (fd) seek grant, agree to enter intogrant, amend or modify make any organizational documents 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 Code, without the prior written consent of the Company Parties Required Consenting Lenders; (e) authorize, create, issue, sell or grant any additional equity interests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any equity interests, in a manner that is inconsistent with this Agreementeach case, provided, however, that for without the avoidance of doubt, the Parties agree that any amendment consent of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this AgreementRequired Consenting Lenders; (i) operate its business outside seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (A) the ordinary courseamount, taking into account the Restructuring Transactionsvalidity, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Parties Lenders, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Lenders or (ii) transfer support any material asset or right Person in connection with any of the Company Parties or any material asset or right used acts described in clause (i) of this Section 6.02(f); (g) consummate the business Restructuring Transactions unless each of the Company Parties conditions to any person the consummation of such transactions set forth in this Agreement has been satisfied (or Entity outside waived by the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Partiesapplicable Persons in accordance with Section 13); provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited;or (h) seek to amend solicit, initiate, encourage, or modify propose (in each case, directly or indirectly) any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Alternative Restructuring Transactions; or (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the Ascend NoteholdersProposal.

Negative Commitments. Except as set forth in Subject to Section 78, 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, this Agreement or the Plan; (c) take any action that causes a default under the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (ed) 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; (fe) seek to enter intoamend, amend alter, supplement, restate or otherwise modify any organizational documents of the Company Parties Definitive Document in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement; (if) operate its business outside the ordinary course, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions settle any material litigation without the consent of the Required Consenting Parties Stakeholders; or (g) without the prior written consent (email being sufficient) of the Required Consenting Stakeholders, (i) enter into, terminate, or (ii) transfer otherwise modify any material asset operational contract, lease, or right of the Company Parties or any material asset 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 such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent or (ii)(a) make any payment to any officer or employee of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside out of the ordinary course of business, (b) agree to, or incur, any material increase in the compensation payable or to become payable to any officer or employee of any Company Party, or (c) materially increase the benefits of any such officer or employee (except for increases in the compensation of non-officer employees in the ordinary course of business other than and consistent with past practice). For the Restructuring Transactions; or (j) commenceavoidance of doubt, support any payments to any officer or join employee of any litigation Company Party made in accordance with agreements or adversary proceeding against arrangements specifically disclosed to the BEP Noteholders or Consenting Stakeholders, in existence as of the Ascend NoteholdersExecution Date, and contemplated to be assumed under the Plan shall constitute payments in the ordinary course of business.

Negative Commitments. Except as set forth in Section 78 or unless otherwise consented to or waived by the Required Consenting Creditors, during the Agreement Effective Period, each of the Company Parties agrees that it shall not directly or indirectlynot: (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 PlanTransactions; (c) take (i) execute, deliver, and/or file with the Bankruptcy Court any action that causes a default under the Amended and Restated Note Purchase Agreementagreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuringinstrument, modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (e) file any motion, pleading, order, form, or Definitive Documents with other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Bankruptcy Court or any other court (including any modifications or amendments thereof) Plan, and/or the Restructuring Transactions that, in whole or in part, is not consistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof, or if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or (ii) 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 not consistent with this Agreement (including the Restructuring Term Sheet) or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof; (d) (i) seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (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 (or purporting to secure) any Company Claims/Interests of any of the Consenting Creditors; (ii) otherwise seek to restrict any rights of any of the Consenting Creditors; or (iii) support any Person in connection with any of the acts described the foregoing clauses; (e) except for the Exit A/R Facility Credit Agreement or the Cash Collateral Order, enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangements; (f) except to the extent permitted by Section 8.02 hereof, seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, or participate in any discussions, agreements, understandings, or other arrangements with any Person regarding, pursue, or consummate, any Alternative Restructuring; (g) commence the solicitation with respect to the Plan unless the Disclosure Statement and any other Solicitation Materials are materially consistent with this Agreement or and are otherwise in form and substance acceptable in accordance with the Planterms set forth in Section 3.02 hereof; (fh) seek take or fail to enter into, amend or modify take any organizational documents of action (except to the Company Parties in a manner that is inconsistent with extent expressly contemplated by this Agreement) if such action or failure to act could cause a change to the tax status of DSG or any of its subsidiaries or be expected to cause, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented individually or in the Reverse Stock Split Proposal is not an amendment aggregate, a material adverse tax consequence to DSG or modification inconsistent with this Agreementits subsidiaries; (i) operate its business outside the ordinary courseamend or change, taking into account the Restructuring Transactionsor propose to amend or change, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent any of the Consenting Parties their respective Organizational Documents; (j) (i) authorize, create, issue, sell, or grant any additional Interests, or (ii) transfer reclassify, recapitalize, redeem, purchase, acquire, declare any material asset distribution on, or right of the Company Parties or make any material asset or right used in the business of the Company Parties to distribution on any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring TransactionsInterests; or (jk) commenceconsummate the Restructuring Transactions unless each of the applicable conditions to the consummation of such transactions set forth in this Agreement (including the Restructuring Term Sheet) and the other applicable Definitive Documents has been satisfied (or waived by the applicable party or parties, support or join any litigation or adversary proceeding against including the BEP Noteholders or the Ascend NoteholdersRequired Consenting Creditors).

Negative Commitments. Except as set forth in Section 79 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) take directly or indirectly, through any action that causes a default under Entity, seek, solicit, propose, support, assist, or participate in the Amended and Restated Note Purchase Agreement, unless such default has been waived by the BEP Noteholders and the Ascend Noteholders in writingformulation or preparation of any Alternative Restructuring Proposal; (d) if 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 are implemented through with any Party without the In-Court Restructuring, 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 and the Definitive Documents in all material respects; (e) 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; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is inconsistent with this Agreement, provided, however, that for the avoidance of doubt, the Parties agree that any amendment of the Company’s certificate of incorporation to effect a reverse stock split as presented in the Reverse Stock Split Proposal is not an amendment or modification inconsistent with this Agreement; (i) operate its business outside the ordinary course, taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties or (ii) transfer any material asset or right of the Company Parties or any material asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the Consenting Parties; provided, that, in any In-Court Proceeding, a Company Party (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the Consenting Parties have provided reasonable consent to such filing; and (2) a Company Party paying Court or U.S. Trustee fees, professional fees or other expenses attendant to maintaining the Chapter 11 Cases shall not be prohibited; (h) seek to amend or modify any Definitive Document in a manner that is inconsistent with this Agreement, including Section 3.02; (i) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (jg) commence, support support, or join any litigation or adversary proceeding against relating to the BEP Noteholders Chapter 11 Cases or the Ascend NoteholdersDutch Scheme Proceedings against any Consenting Creditor.