Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) 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 acceptable to the Required Consenting Creditors; (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, the Definitive Documents, or the Prepackaged Plan; (d) (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, as applicable, that, in whole or in part, is inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other 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 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 inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3; (e) 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 Agreement; (f) 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; (g) 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 Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (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 any Company Claims/Interests of any of the Consenting Creditors or (ii) support any person in connection with any of the acts described in clause (i) of this Section 7.02(h); (i) consummate the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14); (j) amend, alter, supplement, restate, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent of the Required Consenting Creditors; (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; or (p) agree, commit, encourage or facilitate any person or Entity to do any of the foregoing.

Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties 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 acceptable to the Required Consenting Creditors; (c) take any action that is inconsistent in any material respect with, and is intended to, or is intended to likely to, frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement, the Definitive Documents, Agreement or the Prepackaged Plan; (dc) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof): (i) executegranted pursuant to the Term Loan Credit Agreement, deliver and/or Senior Secured Notes Indenture, or the Senior Unsecured Notes Indenture (as applicable) or (ii) granted or proposed to be granted to the DIP Lenders under the DIP Order; (i) declare or make any non-ordinary course payments to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of the Company Parties or any Affiliate thereof, (ii) otherwise adjust, amend, supplement, alter or otherwise modify the compensation programs, structure, incentives, awards, or rewards owed to any insiders (as such term is defined in section 101(31) of the Bankruptcy Code) of such Company Party or any Affiliate thereof, and (iii) file any motion with the Bankruptcy Court seeking to approve and implement any agreementK▇▇▇ or KERP, instrumentin each case of the foregoing clauses (i) through (iii), motion, pleading, order, form, absent the prior written consent of the Required Consenting Creditors; (e) modify the DIP Orders 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, as applicable, that, in whole or in part, in a manner that is inconsistent not consistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoingall material respects; 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 inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3; (e) 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 Agreement; (f) 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; (g) 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 Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (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 any Company Claims/Interests of any of the Consenting Creditors or (ii) support any person in connection with any of the acts described in clause (i) of this Section 7.02(h); (i) consummate the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14); (j) amend, alter, supplement, restate, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent of the Required Consenting Creditors; (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; or (p) agree, commit, encourage or facilitate any person or Entity to do any of the foregoing.

Negative Commitments. Except as (x) set forth in Section 87, or (y) expressly contemplated by this Agreement, during the Agreement Effective Period, each of the Company Parties shall not not, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere or that would be inconsistent with the acceptance, implementation, or consummation of the Restructuring Transactions;, other than as permitted herein; or (b) enter into seek, solicit, participate in, negotiate, encourage, propose, support, or vote for 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 acceptable to the Required Consenting CreditorsAlternative Transaction; (c) take any action that is inconsistent in any material respect withwith or would have a material adverse impact upon, or that is intended to frustrate or impede reasonably likely to frustrate, impede, or delay approval, implementation and implementation, or consummation of of, the Restructuring Transactions described in, in this Agreement, the Definitive Documents, or the Prepackaged Plan; (d) consummate, or enter into a binding agreement to consummate, any Alternative Transaction; (e) (i) executeform, deliver and/or file designate, acquire, or otherwise create a “Unrestricted Subsidiary” as defined in the Existing Documents or (ii) enter into any transaction with (including by selling or transferring property or assets to, or purchasing or acquiring property or assets from) any “Unrestricted Subsidiary”; provided that the Company shall be permitted to do transactions contemplated in this Section 6.02(e), in addition to other customary investments and merger and acquisition transactions, in an aggregate amount not to exceed $100 million, in each case solely to the extent the proceeds of such transactions are reinvested in the Company Parties, and any such transactions shall not be deemed a breach of this Agreement if such cap is not exceeded; (f) amend its organizational documents; provided that the Company Parties may increase their authorized shares in connection with the Bankruptcy Court Transactions and take actions to effectuate the Governance Term Sheet; (g) enter into any agreementmaterial merger, instrumentconsolidation, motiondisposition, pleadingrecapitalization, orderacquisition, formloan, investment, dividend, incurrence of indebtedness or liens, or other document material transaction outside of the ordinary course of business, other than as contemplated by the Transactions; provided that is (i) the Parties expressly acknowledge that the adoption and operation of a Stockholder Rights Plan, as delivered to be utilized ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (as counsel to the Ad Hoc Group) on March 15, 2023 (subject to revisions that are (A) necessary to implement clause (b) of Section 8.05 or effectuate, or that otherwise relates to, this Agreement, (B) not adverse to the Prepackaged Plan, and/or the Restructuring Transactions, as applicable, that, in whole or in part, is inconsistent with Ad Hoc Group) shall not constitute a breach by any Company Party under this Agreement or is otherwise not in form and substance acceptable (ii) the Company Parties may (A) incur up to $250 million of additional indebtedness (which indebtedness may be secured) provided that any draw request under the NPA must be made in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or Term Sheet and (iiB) waive, amend, or modify any replace letters of credit under 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 inconsistent with this Credit Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3; (e) 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 without violating this Agreement; (fh) authorizeincur any material liens, create, issue, sell or grant any additional Interestssecurity interests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any equity interests; (g) 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 Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (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 encumbrances outside of the Consenting Creditorsordinary course of business, other than as contemplated by the Transactions or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditors or (ii) support any person in connection with the incurrence of any of the acts described in clause (i) of this permitted indebtedness under Section 7.02(h6.02(g); (i) consummate make any payment in satisfaction of any existing funded indebtedness other than as required under the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (Existing Documents or waived as contemplated by the applicable persons in accordance with Section 14);Transactions; or (j) amendmake any material investments, alter, supplement, restateacquire any material assets, or otherwise modify dispose or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer sell any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent assets outside of the Required Consenting Creditors; (n) incur or commit to incur any capital expendituresordinary course of business, other than capital expenditures that are included in any applicable budget approved pursuant to as contemplated by the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; or (p) agree, commit, encourage or facilitate any person or Entity to do any of the foregoingTransactions and Section 6.02(e).

Negative Commitments. Except as set forth in Section 87, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) enter into any other Restructuring Support Agreement related to a partial or total restructuring pursue an Implementation Mechanism in England and Wales without the prior consent of the Company Parties’ obligations unless such support agreement is not inconsistent with this Agreement and is in form and substance acceptable to the Required Consenting CreditorsNoteholders (not to be unreasonably withheld, conditioned, or delayed), provided that no such consent shall be required in relation to the Ancillary Proceedings; (c) 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 AgreementAgreement or the Plan, including, but not limited to, (i) initiating any Proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the Prepackaged Planconsummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any Proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Noteholders, or (iii) initiating any Proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Term Sheet, or any of the other Definitive Documents; (d) (i) execute, deliver and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, formannounce publicly, or announce to any of the Consenting Noteholders or other document that is holders of Claims and Interests, its intention not to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Prepackaged Plan, and/or support the Restructuring Transactions, as applicable, that; (e) modify the Plan, in whole or in part, in a manner that is inconsistent not consistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other 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 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 inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3; (e) 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 Agreementall material respects; (f) 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; (g) 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 Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereofPlan; (ig) seek discovery in connection withmove for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, prepare, other than any assumption or commence any proceeding or other action that challenges rejection except (A) with the prior written consent of the Required Consenting Noteholders, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal Proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Senior Notes Claim held by a Consenting CreditorsNoteholder, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditors or (ii) support any person third party in connection with any of the acts described in clause (i) of this Section 7.02(hA); (i) consummate enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in Plan or this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14)Agreement; (j) amendin respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, alterand other than in the ordinary course of business, supplement(A) grant or agree to grant any increase in the wages, restatesalary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan;delayed); or (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (iB) enter into, terminate, modify, amend, supplementadopt or establish any new compensation or employee benefit plans or arrangements (including employment agreements), or transfer amend or agree to amend any material operational contractsexisting compensation or employee benefit plans or arrangements (including employment agreements), leases, or other arrangements except for any of the foregoing that would constitute a Material Contract without is done with the prior written consent of the Required Consenting Creditors; Noteholders (n) incur or commit not to incur any capital expendituresbe unreasonably withheld, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) payconditioned, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadingsdelayed); or (pk) agreeauthorize, commitcreate or issue any additional Equity Interests, encourage or facilitate redeem, purchase, acquire, declare any person distribution on or Entity to do make any of the foregoingdistribution on any Equity Interests.

Negative Commitments. Except as set forth in Section 89, 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 acceptable to the Required Consenting Creditors; (c) 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 Definitive Documents, or the Prepackaged Plan; (dc) (i) execute, deliver and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form, or other document that is seek to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Prepackaged Plan, and/or the Restructuring Transactions, as applicable, that, in whole or in part, is inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other 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, orin a manner that is inconsistent with this Agreement, if applicable, or (ii) file any UK Proceeding Transaction Documents with the Bankruptcy English 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 inconsistent with this Agreement or seeks authorization to accomplish or effect any of the foregoing; (d) (i) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock of the Company or another Company Party, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any shares of the Company’s or a Company Party’s capital stock (other than to another Company Party or pursuant to the Company Parties’ executive compensation plans or long-term incentive plans); (ii) make any loans, advances or capital contributions to, or investments in, any other Person that is otherwise not a Company Party and is material to the Company Parties; (iii) make any payment in form and substance acceptable in accordance with satisfaction of any existing indebtedness (other than pursuant to the terms set forth in Section 3;Restructuring Transactions); or (e) 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 Agreement; (f) 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; (g) 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 Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (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 Notes Claims of any of the Consenting CreditorsNoteholders, or (B) the validity, enforceability, validity or perfection enforceability of any lien or other encumbrance securing any Company Claims/Interests Notes Claims of any of the Consenting Creditors Noteholders or (ii) support any person Entity in connection with any of the acts described in clause (i) of this Section 7.02(h); (i) consummate the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14); (j) amend, alter, supplement, restate, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent of the Required Consenting Creditors; (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; or (p) agree, commit, encourage or facilitate any person or Entity to do any of the foregoingforegoing clauses.

Negative Commitments. Except as set forth in Section 87 or with the prior written consent of the Required Consenting Stakeholders, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly, and shall cause their respective subsidiaries not to: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring TransactionsTransactions or the Sale Transaction; (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 acceptable to the Required Consenting Creditors; (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 AgreementTransactions, the Definitive DocumentsSale Transaction, or the Prepackaged Plan; (dc) (i) execute, deliver and/or file with modify 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, as applicable, that, in whole or in part, in a manner that is inconsistent not consistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other 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 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 inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3material respect; (e) 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 Agreement; (f) 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; (gd) file any motion, application, 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 or (including the Prepackaged Plan or is otherwise not consent rights of the Consenting Stakeholders set forth in in this Agreement as to the form and substance acceptable in accordance of such motion, pleading, or other Definitive Document) or the Plan; (e) except with respect to the Sale Transaction, any transaction contemplated by the First Day Motions (on the terms set forth in Section 3 hereofsuch 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), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any material properties or material assets of the Company Parties, including any Equity Interests, other than in 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 respect to any of the Company Parties’ businesses or enter into any agreement or arrangement, or modification to any agreement or arrangement, in connection therewith; (f) (i) 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 employees that are a senior vice president or more senior, (ii) increase the base salary, target bonus opportunity, or other benefits payable by the Company Parties or to any of their executive officers, 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 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 assumption, assumption and assignment, or rejection of any executory contract or unexpired lease, which notice shall include the 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 ▇▇▇▇▇▇▇▇▇ to the Company Parties that the Required Consenting Stakeholders do not consent, the Required Consenting Stakeholders shall be deemed to have consented to any such assumption, assumption and assignment, or rejection; (h) 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 enter into such agreement, settlement, or other arrangement, including adequate information supporting such analysis and decision, and, absent written notification during that period from Milbank or ▇▇▇▇▇▇▇▇▇ 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; (i) seek discovery in connection with, prepare, or commence pay any proceeding or other action that challenges prepetition Claim (Aincluding Claims pursuant to section 503(b)(9) of the amount, validity, allowance, character, enforceability, or priority of any Company Bankruptcy Code and lien Claims/Interests of ) held by any of the Company Parties’ vendors except in compliance with the First Day Motions and only to the extent that the Company Parties have (i) made commercially reasonable efforts to require such vendor to execute a trade agreement providing for the continuity of goods and services to the Debtors or Reorganized Debtors, as applicable, on terms reasonably acceptable to the Required Consenting CreditorsStakeholders (as determined in accordance with the consultation, or notice, and consent procedures referenced in the following clause (B) the validityii)), enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditors or and (ii) support any person in connection with any provided notice of such payment to one or more Initial Consenting Stakeholders pursuant to consultation, notice, and consent procedures to be agreed between the Company Parties and the Required Consenting Stakeholders; or (j) following the engagement of the acts described in clause (i) of this Section 7.02(h); (i) consummate the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons Claims Management Consultant in accordance with Section 146.01(m); (j) amend, alter, supplement, restate, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in terminate the engagement of the Claims Management Consultant without cause and without engaging a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent of replacement Claims Management Consultant selected by the Required Consenting Creditors; (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included Stakeholders in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection accordance with the First Day Pleadings; or (p) agree, commit, encourage or facilitate any person or Entity to do any of the foregoingthis Agreement.

Negative Commitments. Except as set forth in Section 8, during During the Agreement Effective Period, each Consenting Stakeholder agrees, in respect of each of its Company Claims/Interests, severally, and not jointly, that, to the Company Parties extent permitted by Law and subject to the other terms hereof, it shall not directly or indirectlynot: (a) object to, delay, impede, or take any other action that is intended to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions, including through instructions to the applicable Agents; (b) directly or indirectly solicit, initiate, encourage, endorse, propose, file, support, approve, vote for, or enter into in 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 acceptable to the Required Consenting CreditorsAlternative Transaction; (c) take file 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, the Definitive Documents, or the Prepackaged Plan; (d) (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, as applicable, that, in whole or in part, is inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other 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 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 inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3; (e) 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 Agreement; (f) 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; (g) file any motion, application, pleading, or Definitive Documents 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 inconsistent with this Agreement or the Prepackaged Plan Transactions; (d) initiate, or is have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated in this Agreement against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise not permitted under this Agreement or any Definitive Document; (e) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located other than any action or inaction taken by any such Consenting Stakeholder in form connection with its respective rights under the DIP Facilities Documents, the Term Loan Credit Agreement, and substance acceptable the Existing Intercreditor Agreement, in accordance the case of each of the foregoing, subject to the affirmative commitments set forth in Section 5.01(e); (f) directly or indirectly, encourage or through any other Person to, directly or indirectly, subject to the terms hereof, (i) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to interfere with or delay the acceptance, implementation, or consummation of the Transactions contemplated in this Agreement (including the DIP Facilities and the Exit Facilities) on the terms set forth in Section 3 hereof; (i) seek discovery this Agreement, the Term Sheets, the DIP Facilities Documents, the Exit Facilities Documents, the Plan, and any other applicable Definitive Document, including commencing or joining with any Person in connection with, prepare, commencing any litigation or commence any proceeding or other action that challenges (A) involuntary case for relief under the amount, validity, allowance, character, enforceability, or priority of Bankruptcy Code against any Company Claims/Interests of Party or 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 or subsidiary thereof; (ii) support any person in connection with any of the acts described in clause (i) of this Section 7.02(h); (i) consummate the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14); (j) amend, alter, supplement, restate, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, file, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminateconsummate, modifyfile with the Bankruptcy Court, amend, supplementvote for, or transfer otherwise knowingly take any material operational contractsother action in furtherance of any Alternative Transaction Proposal; (iii) exercise any right or remedy for the enforcement, leasescollection, or other arrangements that would constitute a Material Contract without the prior written consent recovery of the Required Consenting Creditors; (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes claim against the Company Parties to pay such indebtednessor any direct or indirect subsidiaries of the Company Parties that do not file for chapter 11 relief under the Bankruptcy Code, liabilities except in a manner consistent with or other obligations (including any accounts payable or trade payable) pursuant to this Agreement, the relief granted in connection Term Sheets, and the DIP Facilities Documents; or (iv) object to or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Debtors that are consistent with the First Day Pleadingsthis Agreement; or (pg) agreewith respect to the Consenting Term Lenders, commitnot direct any administrative agent, encourage collateral agent, or facilitate other such agent or trustee to take any person or Entity to do any of the foregoingaction materially inconsistent with such Consenting Term Lender’s obligations under this Agreement.