Common use of Negative Commitments Clause in Contracts

Negative Commitments. During the Agreement Effective Period, each Consenting Stakeholder and, as applicable, each Shareholder agrees that it shall not directly or indirectly: (i) object to, delay, impede or take any other action to interfere with the acceptance, implementation or consummation of the Restructuring Transactions; (ii) subject to any restrictions imposed by applicable law, (A) support, directly or indirectly, any restructuring or liquidation in any jurisdiction other than as contemplated by this Agreement for (x) any of the Filing Entities or (y) any Affiliate of any of the foregoing to the extent a filing by such an Affiliate could be reasonably expected to have a material adverse effect on the implementation of the Plan or the Restructuring Transactions, nor (B) challenge the Plan with respect to the treatment of Eligible Claims thereunder in any court of any jurisdiction, including, without limitation, the Brazilian RJ Court and the U.S. Bankruptcy Court; provided, however, that in each case, the Plan shall be substantially consistent with the terms of this Agreement and the Term Sheet and in any event, shall not have been modified in a manner that has, or could reasonably be expected to have (determined as of the date of any such modification), a material adverse effect on the rights of the Consenting Stakeholders without their respective prior written consent in accordance with Section 12; (iii) either itself or through any representatives or agents solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue or respond to Alternative Restructuring Plans from or with any Entity or propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for Alternative Restructuring Plans (and shall immediately inform the other Parties hereto of any notification of an Alternative Restructuring Plan); (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind and in any court with respect to the Brazilian RJ Proceeding, the Ancillary Proceedings, this Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Restructuring Document unless otherwise permitted under this Agreement; (v) (A) take or facilitate any Enforcement Actions; (B) direct or encourage any other person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Restructuring Documents or as otherwise agreed in writing by the Parties to be necessary or desirable for the implementation of the Restructuring Transactions; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s Indebtedness that may occur under the Finance Documents, in each case due to the filing of the Brazilian RJ Proceeding or the Ancillary Proceedings; (vi) directly or indirectly take any action to direct any Agent to undertake any action that a Consenting Lender is otherwise prohibited from undertaking pursuant to this Section 4; (vii) solicit or direct any person, including, without limitation, the indenture trustee or any other agent thereunder for the Existing 2024 Notes, to undertake any action inconsistent with or prohibited by this Agreement; or (viii) with respect to each Consenting Lender only, agrees that it shall not, nor shall it instruct any Agent under any Credit Agreement to, directly or indirectly exercise or enforce any right with respect to any letter of credit issued in connection with any Bradesco LC Reimbursement Agreement.

Negative Commitments. During Except as set forth in Section 7, during the Agreement Effective Period, each Consenting Stakeholder and, as applicable, each Shareholder agrees that it of the Company Parties shall not directly or indirectly: (ia) object to, delay, impede impede, or take any other action to interfere with the acceptance, implementation implementation, or consummation of the Restructuring Transactions; (iib) subject to any restrictions imposed by applicable law, (A) support, directly or indirectly, any restructuring or liquidation pursue an Implementation Mechanism in any jurisdiction other than as contemplated by this Agreement for (x) any England and Wales without the prior consent of the Filing Entities Required Consenting Creditors (not to be unreasonably withheld, conditioned, or (y) any Affiliate of any of the foregoing delayed); provided that no such consent shall be required in relation to the extent a filing by such an Affiliate could be reasonably expected to have a material adverse effect on the implementation of the Plan Administration or the Restructuring Transactions, nor (B) challenge the Plan with respect to the treatment of Eligible Claims thereunder in any court of any jurisdiction, including, without limitation, the Brazilian RJ Court and the U.S. Bankruptcy Court; provided, however, that in each case, the Plan shall be substantially consistent with the terms of this Agreement and the Term Sheet and in any event, shall not have been modified in a manner that has, or could reasonably be expected to have (determined as of the date of any such modification), a material adverse effect on the rights of the Consenting Stakeholders without their respective prior written consent in accordance with Section 12Ancillary Proceedings; (iiic) either itself or through take any representatives or agents solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue or respond to Alternative Restructuring Plans from or with action that is inconsistent in any Entity or propose, file, support, consent to, seek formal or informal credit committee approval ofmaterial respect with, or vote for Alternative is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Plans (and shall immediately inform the other Parties hereto of any notification of an Alternative Restructuring Plan); (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind and in any court with respect to the Brazilian RJ Proceeding, the Ancillary ProceedingsTransactions described in, this Agreement or the Plan, including, but not limited to, (i) initiating any proceeding or taking any other Restructuring Transactions contemplated herein against action to oppose the Company Parties execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (ii) initiating any proceeding or taking any other Parties other than action to enforce amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification, or supplement is inconsistent with this Agreement or otherwise not reasonably acceptable to the Required Consenting Creditors, or (iii) initiating any proceeding or taking any other action that is barred by or is otherwise inconsistent with this Agreement, the Restructuring Document unless otherwise permitted Term Sheet, or any of the other Definitive Documents; (d) announce publicly, or announce to any of the Consenting Creditors or other holders of Claims and Interests, its intention not to support the Restructuring Transactions; (e) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (f) file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (g) move for an order (which order may be the Confirmation Order) from the Bankruptcy Court authorizing the assumption or rejection of any executory contract or unexpired lease, other than any assumption or rejection except (A) with the prior written consent of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed, or (B) as is expressly contemplated by the Plan (which, for the avoidance of doubt, contemplates assumption of all executory contracts and unexpired leases of the Debtors); (A) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Senior Notes Claim held by a Consenting Creditors; (B) prepare or commence an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, or priority of any Credit Facility Claim held by a Consenting Lender; or (C) support any third party in connection with any of the acts described in clauses (A) and (B); (i) enter into any commitment or agreement with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than as expressly contemplated under the Plan or this Agreement; (vj) in respect of any person who is an insider (as defined in the Bankruptcy Code) of the Company Parties, and other than in the ordinary course of business, (A) take grant or facilitate agree to grant any Enforcement Actionsincrease in the wages, salary, bonus, commissions, retirement benefits, severance or other compensation or benefits of any director, manager, officer or employee of any of the Debtors or any of their respective subsidiaries, except for any increase that is done with the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); or (B) direct enter into, adopt or encourage establish any other person new compensation or employee benefit plans or arrangements (including employment agreements), or amend or agree to take amend any Enforcement Action; existing compensation or employee benefit plans or arrangements (C) vote or direct including employment agreements), except for any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Restructuring Documents or as otherwise agreed in writing by foregoing that is done with the Parties written consent of the Required Consenting Creditors (not to be necessary unreasonably withheld, conditioned, or desirable for the implementation of the Restructuring Transactions; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s Indebtedness that may occur under the Finance Documents, in each case due to the filing of the Brazilian RJ Proceeding or the Ancillary Proceedings; (vi) directly or indirectly take any action to direct any Agent to undertake any action that a Consenting Lender is otherwise prohibited from undertaking pursuant to this Section 4; (vii) solicit or direct any person, including, without limitation, the indenture trustee or any other agent thereunder for the Existing 2024 Notes, to undertake any action inconsistent with or prohibited by this Agreementdelayed); or (viiik) with respect authorize, create, or issue any additional Equity Interests, or redeem, purchase, acquire, declare any distribution on, or make any distribution on any Equity Interests other than pursuant to each Consenting Lender only, agrees that it shall not, nor shall it instruct any Agent under any Credit Agreement to, directly or indirectly exercise or enforce any right with respect to any letter of credit issued in connection with any Bradesco LC Reimbursement Agreementthe Restructuring Transactions.

Negative Commitments. During Subject in all respects to Section 7, and except pursuant to consummation of the Restructuring Transactions, during the Agreement Effective Period, each of the Company Parties shall not, without the prior written consent of the affected Required Consenting Stakeholder andStakeholder, as applicable, each Shareholder agrees that it shall not directly or indirectly: (ia) object to, delay, impede impede, or take any other action to interfere with the acceptance, implementation implementation, or consummation of the Restructuring Transactions; (iib) subject to take any restrictions imposed by applicable law, (A) support, directly or indirectly, any restructuring or liquidation action that is inconsistent in any jurisdiction other than material respect with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions as contemplated by in this Agreement for Agreement; (xc) waive, amend or modify any of the Filing Entities Definitive Documents, or, if applicable, file with the Bankruptcy Court a pleading seeking to waive, amend or (y) modify any Affiliate term or condition of any of the foregoing to Definitive Documents, which waiver, amendment, modification or filing contains any provision that is not consistent in all material respects with this Agreement, the extent a filing by such Merger Agreement, and the Plan, as applicable; (d) in connection with an Affiliate could be reasonably expected to have a material adverse effect on the implementation or potential implementation of the Plan or Restructuring Transactions through the Restructuring TransactionsIn-Court Restructuring, nor (B) challenge the Plan with respect to the treatment of Eligible Claims thereunder in any court of any jurisdiction, including, without limitation, the Brazilian RJ Court and the U.S. Bankruptcy Court; provided, however, that in each case, the Plan shall be substantially consistent with the terms of this Agreement and the Term Sheet and in any event, shall not have been modified in a manner that hasassert, or could reasonably be expected support any assertion by any Person, that, in order to have (determined as of the date of any such modification), a material adverse effect act on the rights provisions of Section 12, the Consenting Stakeholders without their respective prior written consent 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 12;); and (iiie) either itself or if the Restructuring Transactions are to be implemented through the In-Court Restructuring, file any representatives or agents solicitmotion, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue or respond to Alternative Restructuring Plans from or with any Entity or propose, file, support, consent to, seek formal or informal credit committee approval ofpleading, or vote for Alternative Restructuring Plans (and shall immediately inform Definitive Documents with the other Parties hereto of any notification of an Alternative Restructuring Plan); (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind and in any court with respect to the Brazilian RJ Proceeding, the Ancillary Proceedings, this Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Restructuring Document unless otherwise permitted under this Agreement; (v) (A) take or facilitate any Enforcement Actions; (B) direct or encourage any other person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Restructuring Documents or as otherwise agreed in writing by the Parties to be necessary or desirable for the implementation of the Restructuring Transactions; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s Indebtedness that may occur under the Finance Documents, in each case due to the filing of the Brazilian RJ Proceeding or the Ancillary Proceedings; (vi) directly or indirectly take any action to direct any Agent to undertake any action that a Consenting Lender is otherwise prohibited from undertaking pursuant to this Section 4; (vii) solicit or direct any person, including, without limitation, the indenture trustee Bankruptcy Court or any other agent thereunder for the Existing 2024 Notescourt (including any modifications or amendments thereof) that, to undertake any action inconsistent in whole or in part, is not materially consistent with or prohibited by this Agreement; or (viii) with respect to each Consenting Lender only, agrees that it shall not, nor shall it instruct any Agent under any Credit Agreement to, directly or indirectly exercise or enforce any right with respect to any letter of credit issued in connection with any Bradesco LC Reimbursement Agreement.

Negative Commitments. During Except as set forth in Section 6.3 hereof, during the Agreement Effective Period, each Consenting Stakeholder andthe Debtor shall not, as applicable, each Shareholder agrees that it shall not directly or indirectly: (ia) object to, delay, impede impede, or take any other action to interfere with the acceptance, implementation implementation, or consummation of the Restructuring Transactions; (iib) subject take any action that is inconsistent in any material respect with, or that would frustrate or impede, the approval, implementation, or consummation of the Restructuring Transactions described in this Agreement, the Plan, or the Definitive Documents; (c) file any motion, pleading, or Definitive Document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is inconsistent with this Agreement, the Plan, or the Restructuring Transactions; (d) amend, terminate, alter, supplement, restate, or otherwise modify any Definitive Document, in whole or in part, in a manner that is inconsistent with this Agreement, the Plan, or the Restructuring Transactions; (e) make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended tax return, settle any tax claim or assessment, surrender any right to claim a tax refund, offset, or other reduction in tax liability or consent to any restrictions imposed by applicable law, (A) support, directly extension or indirectly, any restructuring or liquidation in any jurisdiction other than as contemplated by this Agreement for (x) any waiver of the Filing Entities limitation period applicable to any tax claim or assessment, in each case (yi) any Affiliate of any of the foregoing that is material and inconsistent with past practice except to the extent a filing by such an Affiliate could be reasonably expected needed to have a material adverse effect on the implementation of comply with this Agreement, the Plan or the Restructuring Transactions, nor (B) challenge without using commercially reasonable efforts to consult in good faith with the Plan Required Ad Hoc Senior Noteholder Parties and the Official Committee, provided that the Debtor shall use commercially reasonable efforts to resolve any disagreements with the Required Ad Hoc Senior Noteholder Parties and/or the Official Committee with respect to the treatment of Eligible Claims thereunder such action prior to taking such action or (ii) if inconsistent in any court of any jurisdiction, including, without limitation, the Brazilian RJ Court and the U.S. Bankruptcy Court; provided, however, that in each casematerial respect with this Agreement, the Plan shall be substantially consistent with or the terms Restructuring Transactions, without the written consent of this Agreement the Required Ad Hoc Senior Noteholder Parties and the Term Sheet and in any eventOfficial Committee (such consent not to be unreasonably withheld, shall not have been modified in a manner that hasconditioned, or could reasonably be expected to have (determined as of the date of any such modification), a material adverse effect on the rights of the Consenting Stakeholders without their respective prior written consent in accordance with Section 12; (iii) either itself or through any representatives or agents solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue or respond to Alternative Restructuring Plans from or with any Entity or propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for Alternative Restructuring Plans (and shall immediately inform the other Parties hereto of any notification of an Alternative Restructuring Plandelayed); (ivf) initiatemake any tax election or change in method of accounting that has the effect of materially accelerating or materially deferring any material item of income, loss, deduction or credit or materially increases the taxable income of the Debtor or its subsidiaries, as compared to the tax position of the Debtor or its subsidiaries as applicable had such action not been taken, without the written consent of the Required Ad Hoc Senior Noteholder Parties and the Official Committee (such consent not to be unreasonably withheld, conditioned, or have initiated on its behalf, any litigation or proceeding of any kind and in any court with respect to the Brazilian RJ Proceeding, the Ancillary Proceedings, this Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Restructuring Document unless otherwise permitted under this Agreementdelayed); (vg) enter into any material closing agreement or make any written submissions to the Internal Revenue Service for a private letter ruling from the Internal Revenue Service without the written consent of the Required Ad Hoc Senior Noteholder Parties and the Official Committee (Asuch consent not to be unreasonably withheld, conditioned, or delayed); or (h) take sell, dispose of, or facilitate otherwise dispense with any Enforcement Actions; (B) direct or encourage any other person material assets outside of the ordinary course of business prior to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor consulting with the Ad Hoc Group of any Enforcement ActionSenior Noteholders and the Official Committee and providing information reasonably necessary for the Ad Hoc Group of Senior Noteholders and the Official Committee, in each case except as contemplated by this Agreement or the Restructuring Documents or as otherwise agreed in writing by the Parties subject to be necessary or desirable for the implementation of the Restructuring Transactions; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s Indebtedness that may occur under the Finance Documents, in each case due to the filing of the Brazilian RJ Proceeding or the Ancillary Proceedings; (vi) directly or indirectly take any action to direct any Agent to undertake any action that a Consenting Lender is otherwise prohibited from undertaking pursuant to this Section 4; (vii) solicit or direct any person, including, without limitation, the indenture trustee or any other agent thereunder for the Existing 2024 Notesappropriate confidentiality arrangements, to undertake any action inconsistent with or prohibited by this Agreement; or (viii) with respect to each Consenting Lender only, agrees that it shall not, nor shall it instruct any Agent under any Credit Agreement to, directly or indirectly exercise or enforce any right with respect to any letter of credit issued in connection with any Bradesco LC Reimbursement Agreementmeaningfully assess the request.

Negative Commitments. During Except as (x) set forth in Section 7, or (y) expressly contemplated by this Agreement, during the Agreement Effective Period, each Consenting Stakeholder andof the Company Parties shall not, as applicable, each Shareholder agrees that it shall not directly or indirectly: (ia) object to, delay, impede impede, or take any other action to interfere or that would be inconsistent with the acceptance, implementation implementation, or consummation of the Restructuring Transactions, other than as permitted herein; or (b) seek, solicit, participate in, negotiate, encourage, propose, support, or vote for any Alternative Transaction; (c) take any action that is inconsistent in any material respect with or would have a material adverse impact upon, or that is intended to or reasonably likely to frustrate, impede, or delay approval, implementation, or consummation of, the Transactions described in this Agreement; (d) consummate, or enter into a binding agreement to consummate, any Alternative Transaction; (e) (i) form, designate, acquire, or otherwise create a “Unrestricted Subsidiary” as defined in the Existing Documents or (ii) subject enter into any transaction with (including by selling or transferring property or assets to, or purchasing or acquiring property or assets from) any “Unrestricted Subsidiary”; provided that the Company shall be permitted to do transactions contemplated in this Section 6.02(e), in addition to other customary investments and merger and acquisition transactions, in an aggregate amount not to exceed $100 million, in each case solely to the extent the proceeds of such transactions are reinvested in the Company Parties, and any restrictions imposed by applicable lawsuch transactions shall not be deemed a breach of this Agreement if such cap is not exceeded; (f) amend its organizational documents; provided that the Company Parties may increase their authorized shares in connection with the Transactions and take actions to effectuate the Governance Term Sheet; (g) enter into any material merger, (A) supportconsolidation, directly disposition, recapitalization, acquisition, loan, investment, dividend, incurrence of indebtedness or indirectlyliens, any restructuring or liquidation in any jurisdiction other material transaction outside of the ordinary course of business, other than as contemplated by this Agreement for the Transactions; provided that (xi) any the Parties expressly acknowledge that the adoption and operation of the Filing Entities or a Stockholder Rights Plan, as delivered to Xxxxx Xxxx & Xxxxxxxx LLP (y) any Affiliate of any of the foregoing as counsel to the extent a filing by such an Affiliate could be reasonably expected Ad Hoc Group) on March 15, 2023 (subject to have a material adverse effect on the implementation revisions that are (A) necessary to implement clause (b) of the Plan Section 8.05 or the Restructuring Transactions, nor (B) challenge the Plan with respect not adverse to the treatment Ad Hoc Group) shall not constitute a breach by any Company Party under this Agreement and (ii) the Company Parties may (A) incur up to $250 million of Eligible Claims thereunder additional indebtedness (which indebtedness may be secured) provided that any draw request under the NPA must be made in any court of any jurisdiction, including, without limitation, the Brazilian RJ Court and the U.S. Bankruptcy Court; provided, however, that in each case, the Plan shall be substantially consistent accordance with the terms of this Agreement and the Term Sheet and in any event, shall not have been modified in a manner that has, or could reasonably be expected to have (determined as B) replace letters of credit under the date of any such modification), a material adverse effect on the rights of the Consenting Stakeholders Credit Agreement without their respective prior written consent in accordance with Section 12; (iii) either itself or through any representatives or agents solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue or respond to Alternative Restructuring Plans from or with any Entity or propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for Alternative Restructuring Plans (and shall immediately inform the other Parties hereto of any notification of an Alternative Restructuring Plan); (iv) initiate, or have initiated on its behalf, any litigation or proceeding of any kind and in any court with respect to the Brazilian RJ Proceeding, the Ancillary Proceedings, this Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Restructuring Document unless otherwise permitted under violating this Agreement; (vh) (A) take incur any material liens, security interests, or facilitate any Enforcement Actions; (B) direct or encourage any encumbrances outside of the ordinary course of business, other person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except than as contemplated by this Agreement the Transactions or in connection with the Restructuring incurrence of any permitted indebtedness under Section 6.02(g); (i) make any payment in satisfaction of any existing funded indebtedness other than as required under the Existing Documents or as otherwise agreed in writing contemplated by the Parties to be necessary or desirable for the implementation of the Restructuring Transactions; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s Indebtedness that may occur under the Finance Documents, in each case due to the filing of the Brazilian RJ Proceeding or the Ancillary Proceedings; (vi) directly or indirectly take any action to direct any Agent to undertake any action that a Consenting Lender is otherwise prohibited from undertaking pursuant to this Section 4; (vii) solicit or direct any person, including, without limitation, the indenture trustee or any other agent thereunder for the Existing 2024 Notes, to undertake any action inconsistent with or prohibited by this Agreement; or (viiij) with respect to each Consenting Lender onlymake any material investments, agrees that it shall notacquire any material assets, nor shall it instruct or dispose or sell any Agent under any Credit Agreement tomaterial assets outside of the ordinary course of business, directly or indirectly exercise or enforce any right with respect to any letter of credit issued in connection with any Bradesco LC Reimbursement Agreementother than as contemplated by the Transactions and Section 6.02(e).

Negative Commitments. During Except as set forth in Section 9, and except pursuant to the consummation of the Restructuring Transactions, during the Agreement Effective Period, each of the Company Parties shall not, without the prior written consent of the Required Consenting Stakeholder andStakeholders, as applicable, each Shareholder agrees that it shall not directly or indirectly: (ia) object to, delay, impede impede, or take any other action to interfere with the acceptance, implementation 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 or file any agreement, instrument, pleading, order, form, or 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 in all material respects with this Agreement, the Out-of-Court Term Sheet, or the Chapter 11 Term Sheet, as applicable, or otherwise in form and substance reasonably acceptable to the Required Consenting Stakeholders, subject to the Consenting Shareholders’ In-Court Consent Right, and (ii) 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, the Out-of-Court Term Sheet, or the Chapter 11 Term Sheet, as applicable, or otherwise reasonably acceptable to the Required Consenting Stakeholders, subject to the Consenting Shareholders’ In-Court Consent Right; (d) to the extent the Restructuring Transactions are to be implemented through the In-Court Restructuring, move for an order from the Bankruptcy Court authorizing or directing the assumption or rejection of any restrictions imposed executory contract (including any employment agreement or employee benefit plan) or unexpired lease, other than any assumption or rejection that (i) is done with the advance written consent of the Required Consenting Lenders, or (ii) is expressly contemplated by applicable lawthe Plan; (e) (i) seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (A) supportthe amount, directly validity, allowance, character, enforceability, or indirectlypriority of any Company Claims/Interests of any of the Consenting Stakeholders, or (B) the validity, enforceability, or perfection of any restructuring lien or liquidation other encumbrance securing any Company Claims/Interests of any of the Consenting Lenders, (ii) otherwise seek to restrict any rights of any of the Consenting Stakeholders, or (iii) support any Person in connection with any jurisdiction of the acts described in clause (i) or clause (ii) of this Section 8.02(e); (f) enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangements, other than as contemplated under the Chapter 11 Term Sheet; (g) (i) 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, (ii) amend, supplement, modify, or terminate any Material Contract, or (iii) allow or permit any Material Contract to expire; (h) in connection with an implementation or potential implementation of the Restructuring Transactions through the In-Court Restructuring, assert, or support any assertion by this Agreement for any Person, that, in order to act on the provisions of Section 13, the Consenting Lenders shall be required to obtain relief from the automatic stay from the Bankruptcy Court (xand 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); (i) allow or permit any of their respective Permits to lapse, expire, terminate or be revoked, suspended or modified, or to suffer any fine, penalty or other sanctions related to any of their respective Permits; (j) grant or agree to grant (including pursuant to a key employee retention or incentive plan or other similar agreement or arrangement) 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) of any director, manager, officer, or employee of, or any consultant or advisor that is retained or engaged by, any of the Filing Entities Company Parties, except in the ordinary course of business; (k) enter into, adopt or establish any new compensation or benefit plans or arrangements (yincluding employment agreements and any retention, success or other bonus plans), or amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements); (l) make or change any Affiliate of any of the foregoing to the extent a filing by such an Affiliate could be reasonably expected to have a material adverse effect on the implementation of the Plan or the Restructuring Transactionstax election (including, nor (B) challenge the Plan with respect to any Debtor 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 amended tax return, enter into any closing agreement with respect to taxes, consent to any extension or waiver of the treatment of Eligible Claims thereunder 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; (m) take or permit any action that would result in any court a (i) disaffiliation of any jurisdictionCompany Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, including, without limitation, or (ii) realization of any taxable income outside the Brazilian RJ Court and ordinary course of the U.S. Bankruptcy Court; provided, however, that in each case, the Plan shall be substantially consistent with the terms Company Parties’ business; (n) amend any of this Agreement and the Term Sheet and in any event, shall not have been modified their respective Organizational Documents in a manner that has, is materially inconsistent with this Agreement or could reasonably be expected to have (determined as of the date of any such modification), a material adverse effect on the rights of the Consenting Stakeholders without their respective prior written consent in accordance with Section 12Plan; (iiio) either itself 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; (p) if the Restructuring Transactions are to be implemented through the In-Court Restructuring, pay, or agree to pay, any representatives indebtedness, liabilities or agents other obligations (including any accounts payable or trade payable) that existed prior to the Petition Date, unless the Bankruptcy Court authorizes the Debtors 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; (q) seek, solicit, initiatesupport, encourage (including by furnishing information)encourage, induce, negotiate, facilitate, continue or respond to Alternative Restructuring Plans from or with any Entity or propose, file, supportassist, consent to, seek formal or informal credit committee approval of, or vote for for, enter or participate in any negotiations or any agreement with any Person regarding, pursue or consummate, any Alternative Restructuring Plans (and shall immediately inform the other Parties hereto of any notification of an Alternative Restructuring Plan)Restructuring; (ivr) initiate, or have initiated on its behalf, any litigation or proceeding of any kind and in any court with respect announce publicly their intention not to the Brazilian RJ Proceeding, the Ancillary Proceedings, this Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Restructuring Document unless otherwise permitted under this Agreement; (v) (A) take or facilitate any Enforcement Actions; (B) direct or encourage any other person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Restructuring Documents or as otherwise agreed in writing by the Parties to be necessary or desirable for the implementation of support the Restructuring Transactions; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s Indebtedness that may occur under the Finance Documents, in each case due to the filing of the Brazilian RJ Proceeding or the Ancillary Proceedings; (vi) directly or indirectly take any action to direct any Agent to undertake any action that a Consenting Lender is otherwise prohibited from undertaking pursuant to this Section 4; (vii) solicit or direct any person, including, without limitation, the indenture trustee or any other agent thereunder for the Existing 2024 Notes, to undertake any action inconsistent with or prohibited by this Agreement; or (viiis) with respect consummate the Restructuring Transactions unless each of the conditions to each the consummation of such transactions set forth in this Agreement, the Out-of-Court Term Sheet, and/or the Disclosure Statement has been satisfied (or waived by the applicable Required Consenting Lender only, agrees that it shall not, nor shall it instruct any Agent under any Credit Agreement to, directly or indirectly exercise or enforce any right with respect to any letter of credit issued Stakeholders in connection with any Bradesco LC Reimbursement Agreementtheir sole discretion).