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 Creditors6.03, during the Agreement Effective Period, each of the Company Parties agrees that it shall not, without the prior written consent (including via email in accordance with Section 12.17) of the Required Consenting Creditors, directly or indirectly: (a) object totake any action that is inconsistent with this Agreement, delay, impede, the Definitive Documents or the Restructuring Transactions or take any other action that would reasonably be expected to interfere with acceptancewith, delay, or impede solicitation, implementation, or consummation of of, the Restructuring Transactions; (b) take any action modify the Plan, in whole or in part, in a manner that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactionswith this Agreement; (c) (i1) executefile or support any motion, deliverpleading, and/or file order or any Definitive Documents with the Bankruptcy Court or any agreementother court (including any modification or amendment thereof) that (i) in whole or in part, instrument, motion, pleading, order, form, or other document that is to be utilized to implement or effectuate, or that otherwise relates to, materially inconsistent with this Agreement, the PlanPlan or the Definitive Documents or (ii) in the case of any Definitive Document, and/or has not been provided to counsel to the Restructuring Transactions Initial Consenting Noteholders and the Agent for review in accordance with Section 5.1(e), (2) execute any Definitive Document that, in whole or in part, is not consistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereofProposed Plan, or if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or (ii3) waive, amend, amend or modify any of the Definitive Documents, Documents 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 inconsistent with this Agreement (including and the Restructuring Term Sheet) or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereofProposed Plan; (d1) (i) seek discovery in connection with, prepare, file or support any motion or application or commence any a proceeding (including seeking formal or other action that challenges informal discovery) challenging (A) the amount, validity, allowance, character, enforceability, enforceability or priority of any Company Claims/Interests of any of the Consenting Creditors, or (B) 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; (ii2) otherwise seek file any motion or application or commence a proceeding (including seeking formal or informal discovery) seeking to restrict pursue claims or causes of action against any rights of Consenting Creditor or any director, manager, officer or employee of, or lender to, or any consultant or advisor that is retained or engaged by, any of the Consenting Creditors; or (iii3) support any Person in connection with any of the acts actions described the foregoing clausesin clause (1) or (2); (e) except for directly or indirectly solicit, through any Person, seek, propose, support, assist, engage in negotiations in connection with or participate in the Exit A/R Facility Credit Agreement formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal without the Cash Collateral Orderconsent of the Required Consenting Creditors, enter into any contract with respect subject to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangementsSection 6.03; (f) except to other than (i) as expressly contemplated by this Agreement, (ii) in connection with a dissolution or the extent permitted by Section 8.02 hereof, seek, solicit, support, encourage, propose, assist, consent to, vote for, enter intowinding-up of any Company Party or a similar transaction, or participate (iii) in the ordinary course of business, (A) make or change any discussionsmaterial tax election (including, agreementswith respect to any Company Party that is treated as a partnership or disregarded entity for U.S. federal income tax purposes, understandings, an election to be treated as a corporation for U.S. federal income tax purposes) or other arrangements with (B) take or permit any Person regarding, pursue, or consummate, action that would result in a disaffiliation of any Alternative RestructuringCompany Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code; (g) commence amend or propose to amend any of their respective organizational documents other than in connection with the solicitation with respect commencement of the cases or pursuant 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 hereofPlan; (h) take or fail to take any action (except to the extent other than as expressly contemplated by this Agreement) if such action , authorize, create or failure to act could cause a change to the tax status of DSG or issue any additional Equity Interests in 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 changeCompany Parties, 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, on or make any distribution on any InterestsEquity Interests in any of the Company Parties; (i) without the consent of the Required Consenting Creditors, engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring Transactions; or (kj) 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 enter into or adopt any new compensation or employee benefit arrangements (or waived by amend, modify, or terminate any existing compensation or employee benefit arrangements) without the applicable party or parties, including reasonable consent of the Required Consenting CreditorsNoteholders, the Required Backstop Parties and the Agent, and with respect to insiders (as defined in section 101(31) of the Bankruptcy Code), without the consent of the Required Consenting Noteholders, the Required Backstop Parties and the Agent.

Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors, during (a) During the Agreement Effective PeriodPeriod as to each Consenting Creditor Party, such Consenting Creditor Party agrees (in the case of each Consenting Lender, in respect of all of its Company Claims/Interests presently owned (as detailed on the Company Parties agrees signature pages attached hereto) and hereafter acquired, in each case, for so long as it remains the beneficial or record owner thereof, or the nominee, investment manager, or advisor for beneficial holders thereof) that it shall notnot directly or indirectly, and it shall not direct any other Entity to: (ai) object to, delay, impede, or take any other action to interfere with, delay, or impede the acceptance, consummation, or implementation of the Plan or the Restructuring Transactions; (ii) seek, solicit, propose, file, support, vote in favor of, assist, engage in negotiations in connection with, or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal; (iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with this Agreement or the Restructuring Transactions; (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is inconsistent with this Agreement or the Restructuring Transactions against the Debtors or the other Parties (it being understood, for the avoidance of doubt, that any litigation or proceeding to enforce this Agreement or any Definitive Document or that is otherwise permitted under this Agreement shall not be construed to be inconsistent with this Agreement or the Restructuring Transactions); (v) exercise, or direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests in a manner that is inconsistent with this Agreement; or (vi) object to, delay, impede, or take any other action to interfere with acceptancethe Debtors’ ownership and possession of their assets, implementationwherever located, or consummation interfere with the automatic stay arising under section 362 of the Restructuring Transactions; (b) take Bankruptcy Code or any action that is inconsistent stay in any material respect withthe Canadian Recognition Proceeding, 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 than as 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 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 Xxxxxxxx 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 Xxxxxxxx-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 Xxxxx Xxxxxxxxxx or Xxxxx XxXxx, or enter into or adopt any new Compensation Arrangements with respect to Xxxxx Xxxxxxxxxx or Xxxxx XxXxx, 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 Xxxxxxxx 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 Xxxxxxxx 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 Xxxxx Xxxxxxxxxx or Xxxxx XxXxx.

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 acceptable to the Required Consenting Creditors; (c) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, implementation and consummation of the Restructuring 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 Prepackaged Plan, and/or the Restructuring Transactions Transactions, as applicable, that, in whole or in part, is not consistent inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof3, 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 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; (e) amend or change, or propose to amend or change, any of the Company Parties’ respective organizational documents, except to the extent required to comply with the terms of this Agreement; (f) authorize, create, issue, sell or grant any additional Interests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any equity interests; (g) file any motion, application, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (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; Creditors 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; in clause (ei) 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 of this 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 subsidiaries7.02(h); (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 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); (j) amend, alter, supplement, restate, or partiesotherwise modify or seek to modify, including in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent of the Required Consenting Creditors); (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any indebtedness, liabilities or other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; or (p) agree, commit, encourage or facilitate any person or Entity to do any of the foregoing.

Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors7.03, 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, or encourage any other person or Entity to take, any action, directly or indirectly, that would reasonably be expected to breach or be inconsistent with this Agreement, or take any action other action, directly or indirectly, that is inconsistent in any material respect withwould reasonably be expected to interfere with the acceptance, or is intended to frustrate or impede approval, implementation, and or consummation of the Restructuring Transactions, this Agreement, the Confirmation Order, or the Plan; (c) amend, supplement, waive, modify, or file a pleading seeking authority to amend, supplement, waive, or modify the Plan or any other Definitive Document, in whole or in part, in a manner that is not materially consistent with this Agreement; (id) execute, deliveragree to execute, and/or file, or agree to file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any agreement, instrument, motion, pleading, order, form, other court (including any modifications 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 amendments thereof) that, in whole or in part, is not consistent materially inconsistent with this Agreement or the Plan; (e) without the consent of the Required Consenting Term Lenders and Required Consenting ABL Lenders, (i) operate its business outside the ordinary course, taking into account the Restructuring Transactions, or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or Entity outside the ordinary course of business; (f) (i) redeem or make or declare any dividends, distributions, or other payments on account of QualTek’s Equity Interests, (ii) make any transfers (whether by dividend, distribution, or otherwise) to any direct or indirect parent Entity or shareholder of QualTek, including on account of any management, advisory, or similar fees, or (iii) make any payments or transfers (whether by dividend, distribution, or otherwise) on account of any management agreements, consulting agreements, or other agreements with the Consenting Sponsors or their Affiliates (other than QualTek and its direct and indirect subsidiaries); provided that the foregoing shall not be construed to prohibit the Company Parties from making any payments on account of (i) ordinary course wages and benefits or (ii) any employee retention or incentive plans entered into in connection with the Chapter 11 Cases with the consent of the Required Consenting Term Lenders and Required Consenting ABL Lenders (not to be unreasonably withheld); (g) authorize, create, or issue any additional Equity Interests in any of the Company Parties other than to the extent necessary to implement the Restructuring Transactions and solely in connection with such implementation; (h) other than in the ordinary course of business and consistent with past practices, (i) enter into or amend, establish, adopt, restate, supplement, or otherwise modify or accelerate (x) any deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans, or agreements, including, without limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any employee, or (y) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, or agent to indemnification from any Company Party, or (ii) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements) that in either case (i) or (ii) is otherwise not in form and substance reasonably acceptable to the Required Consenting Term Lenders and Required Consenting ABL Lenders; (i) other than in accordance the ordinary course or consistent with the terms set forth in Section 3.02 hereofpast practice, grant, agree to grant, or if applicablemake any payment on account of (including pursuant to a key employee retention plan, file key employee incentive plan, or other similar agreement or arrangement) any pleading with additional or any increase in the Bankruptcy Court seeking authorization to accomplish wages, salary, bonus, commissions, retirement benefits, pension, severance, or effect other compensation or benefits (including in the form of any vested or unvested Equity Interests in QualTek or any other Equity Interest of any kind or nature) of any director, manager, officer, or management- or executive-level employee, or any consultant or advisor that is retained or engaged by any of the foregoing; or (ii) waive, amend, or modify any Company Parties without the prior written consent of the Definitive Documents, or, if applicable, file with the Bankruptcy Court a pleading seeking Required Consenting Term Lenders and Required Consenting ABL Lenders (not 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 hereofbe unreasonably withheld); (dj) other than in the ordinary course of business, (i) seek discovery in connection with, prepare, or commence enter into any proceeding or other action that challenges (A) the amount, validity, allowance, character, enforceability, or priority of settlement regarding 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 Interestsover $1 million, or (ii) reclassifyallow or permit any material Permit of the Company Parties to lapse, recapitalize, redeem, purchase, acquire, declare any distribution onexpire, or make terminate or be revoked, suspended, or modified without the consent of the Required Consenting Term Lenders and Required Consenting ABL Lenders (not to be unreasonably withheld); (k) allow or permit any distribution on of their respective material Permits to lapse, expire, terminate, or be revoked, suspended, or modified, or to suffer any Interestsmaterial fine, penalty, or other sanctions related to any of their respective material Permits; or (kl) consummate the subject to Section 7.03 hereof, directly solicit, initiate, encourage, endorse, propose, file, support, approve, or otherwise promote or advance any Alternative 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)Proposal.

Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors, during During the Agreement Effective PeriodPeriod (other than with respect to clause (vi) as specifically set forth therein), and subject to the terms of this Agreement, each Consenting Stakeholder agrees, severally, and not jointly, in respect of the all of its Company Parties agrees Claims, that it shall not, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement, directly or indirectly: (ai) object to, delay, impede, or take any other action to materially interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) take any other actions in direct contravention of this Agreement, the Plan, or the Definitive Documents, or to the material detriment of the Restructuring Transactions; (iv) modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (v) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (vi) exercise, or direct any other Person to exercise, any right or remedy (including, solely for five (5) Business Days following the Execution Date, and prior to a Hedge Counterparty entering into an Amended ISDA, the designation of any Early Termination Date, howsoever described or defined, in relation to any Hedge Contract) for the enforcement, collection, or recovery of any of Company Claims in or against the Company Parties other than pursuant to the Plan, the DIP Credit Agreement Documents, and other Definitive Documents; (vii) object to any First Day Pleadings and “second day” pleadings consistent with this Agreement filed by the Debtors in furtherance of the Restructuring, including any motion seeking approval of the DIP Facility on the terms set forth herein and the DIP Credit Agreement; (viii) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof) granted or proposed to be granted to the DIP Commitment Parties under the DIP Order; or (ix) object to, delay, impede, or take any other action to interfere with acceptancethe Company Parties’ ownership and possession of their assets, implementationwherever located, or consummation interfere with the automatic stay arising under section 362 of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect withBankruptcy Code, 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 unless 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 permitted under 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 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.