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 Note Purchase Agreement, unless such default has been waived by the BEP 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; (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 BEP Noteholders and Ascend 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 BEP Noteholders and Ascend; provided, that, in any In-Court Proceeding, a (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the BEP Noteholders and Ascend 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 New Equity Group.

Negative Commitments. Except as set forth in Section 7‎Section 8, during the Agreement Effective Period, each of the Company Parties shall (and shall cause their subsidiaries to) 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 or could reasonably be expected 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 Note Purchase Agreement, unless such default has been waived by the BEP Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the PlanPlan 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; (ed) file any motion, pleading, or Definitive Documents Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (fe) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is inconsistent with this Agreement; (i) operate its business outside the ordinary coursecourse (other than changes in the operations resulting from or relating to the Restructuring Transactions or the filing of the Chapter 11 Cases), taking into account the Restructuring Transactions, such that would have a materially adverse effect on the proposed Restructuring Transactions without the consent of the BEP Noteholders and Ascend or (ii) engage in material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness (including, as a result of the refinancing of existing mortgage indebtedness, but excluding the Specified Refinancing Mortgage Loans), or other similar transaction or transfer any material asset or right of the Company Parties 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 business, in each of cases (i) and (ii), without the proposed Restructuring Transactions without reasonable consent of the Required Consenting Stakeholders; (f) except to the extent required by this Agreement or, with the consent of the BEP Noteholders Plan Sponsor, as necessary to effectuate the Restructuring Transactions, take, or fail to take, any action that would cause a change to the tax status (including, the status of any Company Party as a “real estate investment trust” within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended) or classification of any Company Party; (g) enter into, amend, modify, renew, or terminate any Material Lease or any Material Executory Contract that is a Specified Material Executory Contract without the reasonable consent of the Plan Sponsor; provided that the Plan Sponsor shall be deemed to have consented to a request to enter into, amend, modify, renew, or terminate any such Material Lease or any such Material Executory Contract if the Plan Sponsor does not approve or disapprove of such transaction within five (5) business days from receipt of all required and Ascendreasonable information and documentation relating thereto and a written request (by email to an approved designee of the Plan Sponsor) to approve or disapprove of such transaction, plus two (2) additional business days following receipt of a second written request (by email to an approved designee of the Plan Sponsor) to approve or disapprove of such transaction; provided, thatfurther, in any In-Court Proceedingthat the Plan Sponsor’s consent, a (1) filing a notice reasonable or motion seeking to undertake any such action otherwise, shall not be prohibited so long as required to terminate a Material Lease in the BEP Noteholders and Ascend have provided reasonable consent to such filing; and event that the (2x) a Material Lease is terminated by the Company Party paying Court upon a monetary default or U.S. Trustee feesa material non-monetary default by the tenant under such Material Lease, professional fees (y) tenant under such Material Lease is subject to a bankruptcy proceeding and elects to reject such Material Lease under such bankruptcy proceeding, or other expenses attendant (z) tenant terminates such Material Lease pursuant to maintaining the Chapter 11 Cases shall not be prohibitedits rights under such Material Lease; (h) seek to amend propose, file, or modify support a pleading with the Bankruptcy Court seeking entry of an order authorizing any Definitive Document use of cash collateral or debtor‑in‑possession financing other than as proposed in a manner that is inconsistent with this Agreement, including Section 3.02;the DIP Orders; or (i) engage in any material mergerinitiate, consolidationor cause to be initiated on its behalf, 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 of any kind with respect to these Chapter 11 Cases, this Agreement, or the New Equity Groupother Restructuring Transactions contemplated herein against any other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement.

Negative Commitments. Except as set forth in Section 7, during During the Agreement Effective Period, Picea agrees, in respect of each of its Company Claims that, to the Company Parties extent permitted by Law and subject to the other terms hereof, it shall not directly or and indirectly: (a) object to, materially delay, materially impede, or take any other action that is intended to materially interfere with the acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect withsolicit, initiate, knowingly encourage, knowingly endorse, propose, file, knowingly support, approve, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Planvote for any Alternative Transaction Proposal; (c) take any action that causes a default under the Note Purchase Agreement, unless such default has been waived by the BEP 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 other document with the Bankruptcy Court or any other court (including any modifications or amendments thereofto any motion, pleading, or other document with any court) 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; (id) operate its business outside file or otherwise knowingly support, knowingly encourage, knowingly seek, solicit, pursue, initiate, knowingly assist, join or participate in any challenge to the ordinary coursevalidity, taking into account enforceability or the Restructuring Transactions, such that would have a materially adverse effect on assumption by the proposed Restructuring Transactions without the consent Debtors of the BEP Noteholders and Ascend New Picea Supply Agreement in a manner inconsistent with the Plan; (e) exercise, or (ii) transfer direct any material asset other person to exercise, any right or right remedy for the enforcement, collection, or recovery of any Claims against the Company Parties Group, including rights or remedies arising from or asserting or bringing any material asset Claims under or right used with respect to the Amended First Lien Credit Agreement other than in accordance with this Agreement or 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 BEP Noteholders and Ascend; provided, that, in any In-Court Proceeding, aDefinitive Documents; (1f) filing a notice initiate, or motion seeking cause to undertake be initiated on its behalf, any such action shall not be prohibited so long as the BEP Noteholders and Ascend have provided reasonable consent litigation or proceeding of any kind with respect 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 Cases, this Agreement, the Plan or modify any Definitive Document the Restructuring Transactions contemplated in a manner this Agreement against the Company Group that is inconsistent with this Agreement or any Definitive Document (it being understood that any litigation or proceeding to enforce this Agreement or any Definitive Document or that is otherwise permitted under this Agreement shall not be construed to be 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) commenceobject to, support delay, impede, or join take any litigation other action to materially interfere with the Company Group’s ownership and possession of their assets, wherever located, or adversary proceeding against materially interfere with the BEP Noteholders or automatic stay arising under section 362 of the New Equity GroupBankruptcy Code.

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 TransactionsTransactions or approval of the Secured Creditor Settlement; (b) take or fail to take any action that is inconsistent (except to the extent expressly contemplated by the Plan (or the Non-TopCo Plan, as applicable)) if such action or failure to act would cause a change to the tax classification of any Company Party or would reasonably be expected to cause, individually or in any the aggregate, a material respect with, or is intended adverse tax consequence to frustrate or impede approval, implementation and consummation the Company Parties without the prior written consent of the Restructuring Transactions described inRequired Consenting Unsecured Creditors, this Agreement unless required by applicable Law or the Planaccounting standards; (c) take any action that causes a default under the Note Purchase Agreement, unless such default has been waived by the BEP Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the Plan (or the Non-TopCo Plan, as applicable) or any Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement and in any respect; (d) withdraw or revoke the Definitive Documents Plan (or the Non-TopCo Plan, as applicable) or express orally or in all material respectswriting to any Consenting Creditor its intention not to pursue the Plan (or the Non-TopCo Plan, as applicable) or to delay in any way the pursuit of confirmation of the Plan (or the Non-TopCo Plan, as applicable); (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 (including complying with the consent rights of any Consenting Creditor set forth herein as to the form and substance of such motion, pleading, or other Definitive Document), the Plan (or the Non-TopCo Plan, as applicable), or the Definitive Documents; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is 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 BEP Noteholders and Ascend 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 BEP Noteholders and Ascend; provided, that, in any In-Court Proceeding, a (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the BEP Noteholders and Ascend 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 support, or join any litigation or adversary proceeding proceedings against any Consenting Creditor not otherwise permitted by this Agreement; (g) make or accept any settlement offer in respect of the BEP Noteholders claims and causes of action asserted by SES Americom, Inc. (or any of its affiliates) in connection with the Chapter 11 Cases without the prior written consent of the Required Consenting ▇▇▇▇▇▇▇ Crossover Group Members not to be unreasonably withheld; (h) 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 New Equity GroupPlan (or the Non-TopCo Plan, as applicable); or (i) (i) take any legal positions either supporting or opposing the Allowance or disallowance of any Guarantee Claim or (ii) seek or support approval of any settlement of the Guarantee Claims without the prior written consent of the Required Consenting Unsecured Creditors; provided, however, that the Required Consenting HoldCo Creditors shall be deemed to consent to any such settlement at any time after the HoldCo Guarantee Claims have been withdrawn with prejudice.

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; (b) take or fail to take any action that is inconsistent (except to the extent expressly contemplated by the Plan Term Sheet) if such action or failure to act would cause a change to the tax classification of any Company Party or be expected to cause, individually or in any the aggregate, a material respect with, or is intended adverse tax consequence to frustrate or impede approval, implementation and consummation the Company Parties without the prior written consent of the Restructuring Transactions described inRequired Consenting Creditors, this Agreement unless required by applicable Law or the Planaccounting standards; (c) take modify any action that causes a default under the Note Purchase Agreement, unless such default has been waived by the BEP Noteholders in writing; (d) if the Restructuring Transactions are implemented through the In-Court Restructuring, modify the PlanDefinitive Document, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents in all material respects; (d) withdraw or revoke the Plan or publicly announce its intention not to pursue the Plan; (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 (including the consent rights of any Consenting Creditor set forth herein as to the form and substance of such motion, pleading, or other Definitive Document), the Plan, or the PlanDefinitive Documents; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is 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 BEP Noteholders and Ascend 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 BEP Noteholders and Ascend; provided, that, in any In-Court Proceeding, a (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the BEP Noteholders and Ascend 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 support, or join any litigation or adversary proceeding proceedings against the BEP Noteholders any Consenting Creditor; or (g) 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 New Equity GroupPlan.

Negative Commitments. Except as set forth expressly permitted in Section 79.02, during the Agreement Effective Period, each of the Company Parties Debtors shall not not, and shall cause each of its direct and indirect subsidiaries to not, directly or indirectly: (a) without the reasonable consent of the Required Consenting BrandCo Lenders, object to, delay, impede, or take any other action to or inaction that is reasonably avoidable and would interfere with with, delay, or impede the acceptance, implementation, or consummation of the Plan or the Restructuring Transactions; (b) take any action or inaction that is inconsistent in any material respect with, or is intended or could reasonably be expected to frustrate or impede approval, implementation implementation, and consummation of the Restructuring Transactions described in, or this Agreement or the PlanAgreement; (c) take any action that causes a default under the Note Purchase Agreement, unless such default has been waived by the BEP 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, motion or 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, including the consent rights set forth in Section 3, or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring Transactions; (e) take any other action or inaction in contravention of this Agreement or any Definitive Document, or to the Planmaterial detriment of the Restructuring Transactions; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is 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 (not to be unreasonably withheld, conditioned, or delayed) of the BEP Noteholders and Ascend or (ii) Required Consenting BrandCo Lenders, transfer any material asset or right of the Company Parties any Debtor or any material asset or right used in the business of the Company Parties Debtors to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions business; (g) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the BEP Noteholders and AscendRequired Consenting BrandCo Lenders, take any action or inaction that would cause a change to the tax status of any Debtor; provided, that, in any In-Court Proceeding, a (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the BEP Noteholders and Ascend 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 without the consent (not to amend be unreasonably withheld, conditioned, or modify any Definitive Document in a manner that is inconsistent with this Agreementdelayed) of the Required Consenting BrandCo Lenders, including Section 3.02; (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 other than the Restructuring Transactions; or Transactions (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the New Equity Groupincluding an Acceptable Alternative Transaction).

Negative Commitments. Except as set forth expressly permitted in Section 79.02, during the Agreement Effective Period, each of the Company Parties Debtors shall not not, and shall cause each of its direct and indirect subsidiaries to not, directly or indirectly: (a) without the reasonable consent of the Required Consenting BrandCo Lenders, object to, delay, impede, or take any other action to or inaction that is reasonably avoidable and would interfere with with, delay, or impede the acceptance, implementation, or consummation of the Plan or the Restructuring Transactions; (b) take any action or inaction that is inconsistent in any material respect with, or is intended or could reasonably be expected to frustrate or impede approval, implementation implementation, and consummation of the Restructuring Transactions described in, or this Agreement or the PlanAgreement; (c) take any action that causes a default under the Note Purchase Agreement, unless such default has been waived by the BEP 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, motion or 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, including the consent rights set forth in Section 3, or the Restructuring Transactions; (d) execute or file any Definitive Document with the Bankruptcy Court (including any modifications or amendments thereto) that, in whole or in part, is inconsistent with this Agreement, including the consent rights set forth in Section 3, or the Restructuring Transactions; (e) take any other action or inaction in contravention of this Agreement or any Definitive Document, or to the Planmaterial detriment of the Restructuring Transactions; (f) seek to enter into, amend or modify any organizational documents of the Company Parties in a manner that is 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 (not to be unreasonably withheld, conditioned, or delayed) of the BEP Noteholders and Ascend or (ii) Required Consenting BrandCo Lenders, transfer any material asset or right of the Company Parties any Debtor or any material asset or right used in the business of the Company Parties Debtors to any person or Entity outside the ordinary course of business such that would have a materially adverse effect on the proposed Restructuring Transactions business; (g) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the BEP Noteholders and AscendRequired Consenting BrandCo Lenders, take any action or inaction that would cause a change to the tax status of any Debtor; provided, that, in any In-Court Proceeding, a (1) filing a notice or motion seeking to undertake any such action shall not be prohibited so long as the BEP Noteholders and Ascend 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 without the consent (not to amend be unreasonably withheld, conditioned, or modify any Definitive Document in a manner that is inconsistent with this Agreementdelayed) of the Required Consenting BrandCo Lenders, including Section 3.02; (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 other than the Restructuring Transactions; or (j) commence, support or join any litigation or adversary proceeding against the BEP Noteholders or the New Equity Group.