Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 8 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: (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; (c) (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 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 and are otherwise in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof; (h) take or fail to take 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 change, or propose to amend or change, any 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; or (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 Creditors).

Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors9, during the Agreement Effective Period, each of the Company Parties agrees that it shall notnot 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 of, the Restructuring Transactions; (c) modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (id) (1) execute, deliver, deliver and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form, or form and other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Plan, Plan and/or the Restructuring Transactions that, in whole or in part, is not consistent with this Agreement in all material respects or is otherwise not in form and substance reasonably acceptable in accordance with to the terms set forth in Section 3.02 hereofRequired Parties, or if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or , (ii2) waive, amend, amend or modify any of the Definitive Documents, or, if applicable, or file with the Bankruptcy Court a pleading seeking to waive, amend, amend or modify any term or condition of any of the Definitive Documents, which waiver, amendment, modification, modification or filing contains any provision that is not consistent in all material respects with this Agreement (including or otherwise reasonably acceptable to the Restructuring Term Sheet) or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereofRequired Parties; (de) move for an order from the Bankruptcy Court authorizing or directing the assumption or rejection of any executory contract (including any employment agreement or employee benefit plan) or unexpired lease, other than (1) the rejection of that certain lease entered into between Ultra Wyoming LGS and Pinedale Corridor, LP and that certain contract between Ultra Resources, Inc. and Rockies Express Pipeline, LLC and (2) any assumption or rejection that is expressly contemplated by the Plan; (f) (i1) seek discovery in connection with, prepare, prepare or commence any proceeding or other action that challenges (Ax) the amount, validity, allowance, character, enforceability, enforceability or priority of any Company Claims/Interests of any of the Consenting CreditorsCreditor Parties, or (By) the validity, enforceability, enforceability or perfection of any lien or other encumbrance securing (or purporting to secure) any Company Claims/Interests of any of the Consenting Creditors; Creditor Parties, (ii2) otherwise seek to restrict any rights of any of the Consenting Creditors; Creditor Parties, or (iii3) support any Person in connection with any of the acts described the foregoing clausesin clause (1) or clause (2) of this Section 8.02(f); (eg) 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, financing and/or other financing arrangements, other than the DIP Facility, the Exit RBL Facility (and related commitment letters) and the Exit Term Loan Facility or as contemplated by the Interim DIP Order or the Final DIP Order; (fh) (1) enter into any contract which, if existing as of the Execution Date, would constitute a Material Contract had it been entered into prior to the Execution Date except for those swap agreements or collar agreements otherwise permitted by the DIP Facility or (2) materially amend, supplement or modify or terminate any Material Contract (other than any Material Contract that has terminated after the Agreement Effective Date in accordance with its terms); (i) assert, or support any assertion by any Person, that, in order to act on the provisions of Section 13, the Consenting Creditor Parties shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and each of the Company Parties hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of any notice of termination in accordance with Section 13); (j) grant or agree to grant 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 of any kind or nature) (1) to any insider (as defined in section 101(a)(31) of the Bankruptcy Code) or executive-level employee of any of the Company Parties or (2) pursuant to any plan, practice, program or arrangement applicable to more than one person; (k) (1) enter into, adopt or establish any new compensation or benefit plans or arrangements (including employment agreements and any retention, success or other bonus plans) that provides compensation or benefits (A) to any insider (as defined in section 101(a)(31) of the Bankruptcy Code) or executive-level employee of any of the Company Parties or (B) pursuant to any plan, practice, program or arrangement applicable to more than one person, or (2) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements), except in the case of this clause (2) as required by Law or the terms of the benefit plan or arrangement; (l) enter into, adopt or establish any key employee retention or incentive plan or other similar agreement or arrangement; (m) 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; (n) except as expressly contemplated by the Plan, make or change any 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), file any material amended tax return, enter into any closing agreement with respect to taxes, consent to any extension or waiver of the limitations period applicable to any tax claim or assessment, enter into any installment sale transaction, adopt or change any accounting methods, practices or periods for tax purposes, make or request any tax ruling, enter into any tax sharing or similar agreement or arrangement, or settle any tax claim or assessment outside of the ordinary course of business or inconsistent with historical practice; (o) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Code, (2) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code or (3) realization of any taxable income outside the ordinary course of the Company Parties’ business; (p) amend or propose to amend any of their respective Organizational Documents; (q) authorize, create or issue any additional Equity Interests in any of the Company Parties, or redeem, purchase, acquire, declare any distribution on or make any distribution on any Equity Interests in any of the Company Parties; (r) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the extent permitted by Section 8.02 hereofPetition 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; (s) seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, or participate in any discussions, agreements, understandings, discussions or other arrangements any agreement with any Person regarding, pursue, 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 and are otherwise in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof; (h) take or fail to take 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 change, or propose to amend or change, any 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; or (kt) consummate announce publicly, or announce to any of the Consenting Creditor Parties or other holders of Company Claims/Interests, their intention not to support 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 Creditors)Transactions.

Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors7, during the Agreement Effective Period, each of the Company Parties agrees that it shall not, without the prior written consent of the Required Consenting Creditors, 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 TransactionsTransactions described in, this Agreement, the Plan or any of the other Definitive Documents; (c) (i) execute, deliver, and/or file 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 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 to the terms Company Parties and the Required Consenting Creditors pursuant to their consent rights set forth in Section 3.02 hereof3.02, or as applicable, 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, or file with the Bankruptcy Court a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not consistent with this Agreement (including and the Restructuring Term Sheet) , or is otherwise not in form acceptable to the Company Parties and substance acceptable in accordance with the terms Required Consenting Creditors pursuant to their consent rights set forth in Section 3.02 hereof3.02, as applicable; (d) (i) file any motion in the Bankruptcy Court, seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (A1) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Creditors, or (B2) 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 clausesin clause (i) or clause (ii) of this Section 6.02(d); (e) (i) redeem, make, or declare any dividends, distributions, or other payments on account of WW’s shares, (ii) enter into (x) any new key employee incentive plan or key employee retention plan or any new or amended agreement regarding executive compensation (if applicable) or (y) any material executory contract or lease, in each case unless in the ordinary course of business and consistent with past practice (to the extent past practice exists), (iii) engage in any merger, consolidation, material disposition, material acquisition, investment, incurrence of indebtedness or other similar transaction, in each case outside of the ordinary course of business and other than the Restructuring Transactions or (iv) take any action or inaction that would cause a change to the tax residence, tax classification or tax status of any Company Party other than in connection with the Restructuring Transactions; (f) except for the Exit A/R Facility Credit Agreement or the Cash Collateral Orderas contemplated by this Agreement, enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangementsarrangements without the advance written consent of the Required Consenting Creditors; (fg) except to the extent permitted by Section 8.02 hereof7.02, seek, solicit, support, encourage, propose, assist, consent to, vote for, enter intoenter, or participate in any discussionsnegotiations, agreements, understandings, discussions or other arrangements any agreements with any Person regarding, pursue, or consummate, any Alternative RestructuringRestructuring Proposal; (gh) commence the solicitation with respect to the Plan unless the Disclosure Statement and any other the Solicitation Materials are materially shall be in form and substance consistent with this Agreement and are or otherwise in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof; (h) take or fail to take any action (except satisfactory to the extent expressly contemplated by this Agreement) if such action or failure to act could cause a change to Company Parties and 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 subsidiariesRequired Consenting Creditors; (i) amend or change, or propose to amend or change, change any of their respective Organizational Documentsexisting organizational documents without the prior written consent of the Required Consenting Creditors; (j) sell any assets (iincluding, without limitation, any intellectual property) authorize, create, issue, sell, in a transaction or grant any additional Interests, a series of transaction having a fair market value of $1,000,000.00 or (ii) reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any Interestsgreater without the prior written consent of the Required Consenting Creditors; or (k) consummate the Restructuring Transactions unless each of the applicable conditions to the consummation of such transactions set forth in this Agreement (including Agreement, the Restructuring Term Sheet) , the Plan, and the other applicable Definitive Documents has been satisfied (or waived by the applicable party or parties, including Persons in accordance with the Required Consenting Creditors)terms of this Agreement and the applicable Definitive Documents.

Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors8, during the Agreement Effective Period, each of the Company Parties agrees that it shall notnot 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, implementation and consummation of the Restructuring TransactionsTransactions described in, this Agreement, the Definitive Documents, or the Prepackaged Plan; (cd) (i) execute, deliver, 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 Plan, Prepackaged Plan and/or the Restructuring Transactions that, in whole or in part, is not consistent materially inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 3 hereof, 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 not consistent materially inconsistent 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 3 hereof; (de) seek to modify the Definitive Documents, in whole or in part, in a manner inconsistent with this Agreement and the Prepackaged Plan; (f) 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 Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (j) (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 CreditorsStakeholders, 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; Stakeholders or (ii) otherwise seek to restrict any rights of any of the Consenting Creditors; or (iii) support any Person 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 and are otherwise in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof; (h) take or fail to take 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; clause (i) amend or change, or propose to amend or change, any of their respective Organizational Documentsthis Section 7.02(j); (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; or (k) consummate the Restructuring Transactions unless each of the applicable conditions to the consummation of such transactions Restructuring 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 persons in accordance with Section 14 hereof); (l) amend, alter, supplement, restate, or partiesotherwise modify any Definitive Documents in a manner inconsistent with this Agreement; (m) solicit, including participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; provided that the Required Company Parties may pursue a Sale Transaction (as defined in and in accordance with the Prepackaged Plan); (n) enter into, terminate, modify, or transfer any material operational contracts, leases, or other arrangements that would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the Company Parties, taken as a whole, without the prior consent of the Consenting CreditorsInvestor; provided that the Company Parties may pursue a Sale Transaction (as defined in and in accordance with the Prepackaged Plan); (o) request a Credit Extension (as defined in the Prepetition RCF Credit Agreement) during the pendency of the Chapter 11 Cases; or (p) encourage or facilitate any person or Entity to do any of the foregoing.

Negative Commitments. Except as set forth in Section 8 9 or unless otherwise consented to or waived by the Required Consenting CreditorsParties (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: (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, and consummation of the Restructuring Transactions; (c) (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 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 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 3.02 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 CreditorsParties; or (iii) support any Person in connection with any of the acts described the foregoing clauses; (e) except for with respect to the Exit DIP Facility, the DIP Order, the New A/R Facility Credit Agreement 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 8.02 9.02 hereof, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, or participate in any discussionsdiscussions or negotiations, agreements, understandings, or other arrangements with any Person regarding, pursue, or consummate, any Alternative RestructuringRestructuring 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 and are otherwise in form and substance acceptable in accordance with the terms set forth in Section 3.02 3 hereof; (h) take or fail to take 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 change, or propose to amend or change, any 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; or; (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 CreditorsParties); (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 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 Section 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 nothing in this Section 8.02(r) shall prohibit or otherwise affect any Company Party’s right, during the Agreement Effective Period, to (i) negotiate the terms 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, (ii) 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 other role or 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 (iii) shall not be subject to this Section 8.02(r) in any manner or result in a termination event under Section 13.01(v); provided further, that clauses (i) through (iii) of the preceding proviso shall not apply to any new employment agreements or amendments to existing employment agreements or Compensation Arrangements with respect to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇.

Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors7, during the Agreement Effective Period, each of the Company Parties agrees that it shall not, and shall cause their controlled affiliates not to, without the prior written consent of the Requisite 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 that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring TransactionsTransactions described in, this Agreement, or any of the other Definitive Documents; (c) (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 Plan, and/or the Restructuring Transactions that, in whole or in part, is not consistent with this Agreement and the Restructuring Term Sheet in all material respects or is otherwise not in form and substance reasonably acceptable in accordance with to the terms Requisite Consenting Lenders pursuant to their respective consent rights set forth in Section 3.02 hereof3.02, or as applicable, 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, or file with the Bankruptcy Court a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not consistent in all material respects with this Agreement (including and the Restructuring Term Sheet) , or is otherwise not in form and substance reasonably acceptable in accordance with to the terms Requisite Consenting Lenders pursuant to their consent rights set forth in Section 3.02 hereof3.02, as applicable; (d) (i) seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (A1) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting CreditorsLenders, or (B2) 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 CreditorsLenders; (ii) otherwise seek to restrict any rights of any of the Consenting CreditorsLenders; or (iii) support any Person in connection with any of the acts described the foregoing clausesin clause (i) or clause (ii) of this Section 6.02(d); (e) except for the Exit A/R Facility Credit Agreement or the Cash Collateral Orderas contemplated by this Agreement, enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangementsarrangements without the advance written consent of the Requisite Consenting Lenders; (f) assert, or support any assertion by any Person, that, in order to act on the provisions of Section 11, the Consenting Lenders shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and each of the Company Parties hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of any notice of termination in accordance with Section 11); (g) make any bonus payments (excluding, for the avoidance of doubt, ordinary course commissions and local incentive payments), the bonus payments set forth on Annex C to the Restructuring Term Sheet, to any directors, officers, consultants or employees of any of the Company Parties or their affiliates, whether scheduled prior to, as of or after the date of the Agreement Effective Date, without the prior written consent of the Requisite Consenting Lenders; (h) incur or commit to incur any capital expenditures, other than (i) capital expenditures described in the business plan previously approved by the Ad Hoc Group of Lenders, (ii) capital expenditures that are required in order to comply with required governmental regulations and applicable law in an amount not to exceed $2,500,000 in the aggregate, and (iii) capital expenditures related to health, fire and safety emergencies in an amount not to exceed $2,500,000 in the aggregate, in each case except as approved by the Requisite Consenting Lenders; (i) 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) (other than ordinary course elections made in connection with any Company Party’s Federal and State income tax return), file any material amended tax return, enter into any closing agreement with respect to Taxes for an amount greater than $100,000, consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment other than in the ordinary course of business, enter into any installment sale transaction, adopt or change any material accounting methods, practices, or periods for Tax purposes, make or request any Tax ruling, enter into any Tax sharing or similar agreement or arrangement (other than agreements entered in the ordinary course of business the primary purpose of which are not Taxes), or settle any Tax claim or assessment for an amount greater than $50,000; (j) except to the extent permitted by Section 8.02 hereof7.02, seek, solicit, support, encourage, propose, assist, consent to, vote for, enter intoenter, or participate in any discussions, agreements, understandings, discussions or other arrangements any agreement with any Person regarding, pursue, or consummate, any Alternative RestructuringRestructuring Proposal; (gk) commence the solicitation with respect to the Plan Plan, unless the Disclosure Statement and any the other Solicitation Materials are materially consistent with this Agreement and are otherwise shall be in form and substance acceptable in accordance consistent with this Agreement, the terms set forth in Section 3.02 hereof; (h) take Restructuring Term Sheet, or fail to take any action (except otherwise reasonably satisfactory 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 change, or propose to amend or change, any 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 InterestsRequisite Consenting Lenders; or (kl) consummate the Restructuring Transactions unless each of the applicable conditions to the consummation of such transactions set forth in this Agreement (including Agreement, the Restructuring Term Sheet) , and the other applicable Definitive Documents has been satisfied (or waived by the applicable party or parties, including Persons in accordance with the Required Consenting Creditors)terms of this Agreement and the applicable Definitive Documents.