Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as set forth in Section 9, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions; (c) modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) (1) execute, deliver and/or file any agreement, instrument, pleading, order, form and other document that is 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 in all material respects or otherwise in form and substance reasonably acceptable to the Required Parties, or file any pleading seeking authorization to accomplish or effect any of the foregoing, (2) waive, amend or modify any of the Definitive Documents, or file 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 in all material respects with this Agreement or otherwise reasonably acceptable to the Required Parties; (e) 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) (1) seek discovery in connection with, prepare or commence any proceeding or other action that challenges (x) the amount, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Creditor Parties, or (y) the validity, enforceability or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditor Parties, (2) otherwise seek to restrict any rights of any of the Consenting Creditor Parties, or (3) support any Person in connection with any of the acts described in clause (1) or clause (2) of this Section 8.02(f); (g) enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit 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; (h) (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 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; (s) seek, solicit, support, encourage, propose, assist, consent to, vote for, enter or participate in any discussions or any agreement with any Person regarding, pursue or consummate, any Alternative Restructuring; or (t) 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.

Negative Commitments. Except as set forth in Section 98, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) enter into any other Restructuring Support Agreement related to a partial or total restructuring of the Company Parties’ obligations unless such support agreement is not inconsistent with this Agreement and is in form and substance reasonably acceptable to the Consenting Investor; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of, of the Restructuring Transactions; (c) modify Transactions described in, this Agreement, the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respectsthe Prepackaged Plan; (d) (1i) execute, deliver and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form and 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 that, in whole or in part, is not consistent materially inconsistent with this Agreement in all material respects or is otherwise not in form and substance reasonably acceptable to in accordance with the Required Partiesterms set forth in Section 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 (2ii) waive, amend amend, or modify any of the Definitive Documents, or, if applicable, file with the Bankruptcy Court a motion, application or file a other 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 materially inconsistent with this Agreement or is otherwise reasonably not in form and substance acceptable to in accordance with the Required Partiesterms set forth in Section 3 hereof; (e) move for an order from seek to modify the Bankruptcy Court authorizing Definitive Documents, in whole or directing in part, in a manner inconsistent with this Agreement and 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 Prepackaged Plan; (f) (1) seek discovery in connection withamend or change, prepare or commence any proceeding propose to amend or other action that challenges (x) the amountchange, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Creditor Company Parties’ respective organizational documents, or (y) except to the validity, enforceability or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of extent required to comply with the Consenting Creditor Parties, (2) otherwise seek to restrict any rights of any of the Consenting Creditor Parties, or (3) support any Person in connection with any of the acts described in clause (1) or clause (2) terms of this Section 8.02(f)Restructuring Support Agreement; (g) enter into any contract with respect grant, agree to debtor-in-possession financing, cash collateral usage, exit 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; (h) (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) assertgrant, or support make any assertion by any Personpayment on account of (including pursuant to a key employee retention plan, thatkey employee incentive plan, 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); (jor other similar arrangement) 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 employee or unvested Equity Interests of any kind or nature) (1) to any director qualifying as an insider (as defined in section 101(a)(31) of under the Bankruptcy Code) or executive-level employee of any , without the prior written consent of the Company Parties or (2) pursuant to any plan, practice, program or arrangement applicable to more than one personConsenting Investor and the Required Consenting Noteholders; (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; (qh) authorize, create create, issue, sell or issue grant any additional Equity Interests in any of the Company PartiesInterests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on on, or make any distribution on any Equity 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 in of any of the Consenting Stakeholders, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company PartiesClaims/Interests of any of the Consenting Stakeholders or (ii) support any person in connection with any of the acts described in clause (i) of this Section 7.02(j); (rk) payconsummate 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 hereof); (l) amend, alter, supplement, restate, or agree to payotherwise modify any Definitive Documents in a manner inconsistent with this Agreement; (m) solicit, participate in, negotiate, propose, support, or vote for any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) Alternative Restructuring Proposal; provided 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 may pursue a Sale Transaction (including any accounts payable or trade payable) pursuant to the relief granted as defined in connection and in accordance with the First Day PleadingsPrepackaged Plan); (sn) seekenter into, solicitterminate, supportmodify, encourageor transfer any material operational contracts, proposeleases, assistor 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 to, vote for, enter or participate of the Consenting Investor; provided that the Company Parties may pursue a Sale Transaction (as defined in any discussions or any agreement and in accordance with any Person regarding, pursue or consummate, any Alternative Restructuringthe Prepackaged Plan); (o) request a Credit Extension (as defined in the Prepetition RCF Credit Agreement) during the pendency of the Chapter 11 Cases; or (tp) announce publicly, encourage or announce facilitate any person or Entity to do any of the Consenting Creditor Parties or other holders of Company Claims/Interests, their intention not to support the Restructuring Transactionsforegoing.

Negative Commitments. Except as set forth in Section 99 or unless otherwise consented to or waived by the Required Consenting Parties (with respect to clauses (a)-(n) of this Section 8.02) or the Required Supermajority Consenting Parties (not to be unreasonably withheld, conditioned, or delayed) (with respect to clauses (o)-(r) of this Section 8.02), during the Agreement Effective Period, each of the Company Parties agrees that it shall not directly or indirectlynot: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede the approval, implementation implementation, and consummation of, 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; (d) (1i) execute, deliver deliver, and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form and form, or 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 to in accordance with the Required Partiesterms set forth in Section 3 hereof, or if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing, ; or (2ii) waive, amend amend, or modify any of the Definitive Documents, or or, if applicable, 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 the Restructuring Term Sheet) or is otherwise reasonably not in form and substance acceptable to in accordance with the Required Partiesterms set forth in Section 3 hereof; (e) 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; (fd) (1i) seek discovery in connection with, prepare prepare, or commence any proceeding or other action that challenges (xA) the amount, validity, allowance, character, enforceability enforceability, or priority of any Company Claims/Interests of any of the Consenting Creditor PartiesCreditors, or (yB) 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 Creditor Parties, Creditors; (2ii) otherwise seek to restrict any rights of any of the Consenting Creditor Parties, ; or (3iii) support any Person in connection with any of the acts described in clause (1) or clause (2) of this Section 8.02(f)the foregoing clauses; (ge) except for with respect to the DIP Facility, the DIP Order, the New A/R Facility, the Convertible A Exit Notes, the Exit Term Loans, the Convertible B Exit Notes, the Take Back Exit Facility, or the Cash Collateral Order, including any increase as set forth in Section 13.01(v) hereof, enter into any contract or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing 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; (hf) (1) enter into any contract which, if existing as of the Execution Date, would constitute a Material Contract had it been entered into prior except to the Execution Date except for those swap agreements or collar agreements otherwise extent permitted by the DIP Facility Section 9.02 hereof, directly or (2) materially amendindirectly, 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 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; (s) seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, or participate in any discussions or any agreement negotiations, agreements, understandings, or other arrangements with any Person regarding, pursue pursue, or consummate, any Alternative Restructuring; orRestructuring or Alternative Restructuring Proposal; (tg) announce publiclycommence 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 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 announce propose to amend or change, any of the Consenting Creditor Parties their respective Organizational Documents; (j) (i) authorize, create, issue, sell, or other holders of Company Claims/grant any additional Interests, their intention not or (ii) reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any Interests; (k) consummate the Restructuring Transactions unless each of the applicable conditions to support the consummation of such transactions set forth in this Agreement (including the Restructuring Term Sheet) and the other applicable Definitive Documents has been satisfied (or waived by the applicable party or parties, including the Required Consenting Parties); (l) Transfer the YES Interests, whether directly or indirectly, in a manner inconsistent with the Restructuring Transactions; (m) Transfer any Interests in the Company Parties in a manner 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 98 or unless otherwise consented to or waived by the Required Consenting Creditors, during the Agreement Effective Period, each of the Company Parties agrees that it shall not directly or indirectlynot: (a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation implementation, and consummation of, 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; (d) (1i) execute, deliver deliver, and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form and form, or 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 to in accordance with the Required Partiesterms 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 (2ii) waive, amend amend, or modify any of the Definitive Documents, or or, if applicable, 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 the Restructuring Term Sheet) or is otherwise reasonably not in form and substance acceptable to in accordance with the Required Partiesterms set forth in Section 3.02 hereof; (e) 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; (fd) (1i) seek discovery in connection with, prepare prepare, or commence any proceeding or other action that challenges (xA) the amount, validity, allowance, character, enforceability enforceability, or priority of any Company Claims/Interests of any of the Consenting Creditor PartiesCreditors, or (yB) 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 Creditor Parties, Creditors; (2ii) otherwise seek to restrict any rights of any of the Consenting Creditor Parties, Creditors; or (3iii) support any Person in connection with any of the acts described in clause (1) or clause (2) of this Section 8.02(f)the foregoing clauses; (ge) 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; (hf) (1) enter into any contract which, if existing as of the Execution Date, would constitute a Material Contract had it been entered into prior except to the Execution Date except for those swap agreements or collar agreements otherwise extent permitted by the DIP Facility or (2) materially amendSection 8.02 hereof, 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 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; (s) seek, solicit, support, encourage, propose, assist, consent to, vote for, enter into, or participate in any discussions discussions, agreements, understandings, or any agreement other arrangements 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 (tk) announce publicly, or announce to any consummate the Restructuring Transactions unless each of the Consenting Creditor Parties or other holders applicable conditions to the consummation of Company Claims/Interests, their intention not to support such transactions set forth in this Agreement (including the Restructuring TransactionsTerm 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 97, during the Agreement Effective Period, each of the Company Parties 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 implementation, and consummation of, of the Restructuring TransactionsTransactions described in, this Agreement, or any of the other Definitive Documents; (c) modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) (1i) execute, deliver deliver, and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form and 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 otherwise in form and substance reasonably acceptable to the Required PartiesRequisite Consenting Lenders pursuant to their respective consent rights set forth in Section 3.02, or as applicable, or, if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing, ; or (2ii) waive, amend amend, or modify any of the Definitive Documents, 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, in either case, which waiver, amendment, modification modification, or filing contains any provision that is not consistent in all material respects with this Agreement and the Restructuring Term Sheet, or otherwise reasonably acceptable to the Required PartiesRequisite Consenting Lenders pursuant to their consent rights set forth in Section 3.02, as applicable; (e) 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; (fd) (1i) seek discovery in connection with, prepare prepare, or commence any proceeding or other action that challenges (x1) the amount, validity, allowance, character, enforceability enforceability, or priority of any Company Claims/Interests of any of the Consenting Creditor PartiesLenders, or (y2) the validity, enforceability enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditor Parties, Lenders; (2ii) otherwise seek to restrict any rights of any of the Consenting Creditor Parties, Lenders; or (3iii) support any Person in connection with any of the acts described in clause (1i) or clause (2ii) of this Section 8.02(f6.02(d); (ge) except as contemplated by this Agreement, enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing financing, and/or other financing arrangements, other than arrangements without the DIP Facility, advance written consent of 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 OrderRequisite Consenting Lenders; (h) (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); (if) assert, or support any assertion by any Person, that, in order to act on the provisions of Section 1311, the Consenting Creditor Parties 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 1311); (jg) grant or agree 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 grant any additional or any increase in the wagesRestructuring Term Sheet, 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) directors, officers, consultants or executive-level employee employees of any of the Company Parties or (2) pursuant to any plantheir affiliates, practicewhether scheduled prior to, program as of or arrangement applicable to more than one personafter the date of the Agreement Effective Date, without the prior written consent of the Requisite Consenting Lenders; (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; (mh) 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 included required in any order to comply with required governmental regulations and applicable budget 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 pursuant to by the Interim DIP Order or Final DIP OrderRequisite Consenting Lenders; (ni) except as expressly contemplated by the Plan, 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 taxesTaxes for an amount greater than $100,000, consent to any extension or waiver of the limitations period applicable to any tax material Tax claim or assessmentassessment other than in the ordinary course of business, enter into any installment sale transaction, adopt or change any material accounting methods, practices practices, or periods for tax Tax purposes, make or request any tax Tax ruling, enter into any tax Tax sharing or similar agreement or arrangement, or settle any tax claim or assessment outside of arrangement (other than agreements entered in the ordinary course of business the primary purpose of which are not Taxes), or inconsistent with historical practicesettle any Tax claim or assessment for an amount greater than $50,000; (oj) 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 except to the Petition Date or that arose from any matterextent permitted by Section 7.02, 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 enter, or participate in any discussions or any agreement with any Person regarding, pursue pursue, or consummate, any Alternative RestructuringRestructuring Proposal; (k) commence the solicitation with respect to the Plan, unless the Disclosure Statement and the other Solicitation Materials shall be in form and substance consistent with this Agreement, the Restructuring Term Sheet, or otherwise reasonably satisfactory to the Requisite Consenting Lenders; or (tl) announce publicly, or announce to any consummate the Restructuring Transactions unless each of the Consenting Creditor Parties or other holders applicable conditions to the consummation of Company Claims/Interestssuch transactions set forth in this Agreement, their intention not to support the Restructuring TransactionsTerm Sheet, and the applicable Definitive Documents has been satisfied or waived by the applicable Persons in accordance with the terms of this Agreement and the applicable Definitive Documents.