Common use of Negative Commitments Clause in Contracts

Negative Commitments. Except as may be permitted by Section 8 or as may be modified or waived in advance in writing by the Required Consenting Senior Noteholders, during the RSA Effective Period, each of the Company Parties shall not, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with approval, 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, or consummation of, the Restructuring Transactions; (c) (c) (i) execute, deliver, and/or file in any Proceeding 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 and/or the Restructuring Transactions, including any Definitive Documents, that, in whole or in part, is not (x) consistent in any material respect with this Agreement or (y) otherwise in form and substance acceptable to the Required Consenting Senior Noteholders, or, if applicable, file any pleading in any Proceeding seeking authorization to accomplish or effect any of the foregoing, or (ii) waive, amend, or modify any of the Definitive Documents, or file in any Proceeding a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not (x) consistent in all material respects with this Agreement, or (y) otherwise acceptable to the Required Consenting Senior Noteholders; (d) seek discovery in connection with, prepare, or commence any proceeding or any other action (including the Sale Proceedings and the Liquidation Proceedings) that challenges (i) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, (ii) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, (iii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior Noteholders; or (iv) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 7.02(d); (e) assert, or support any assertion by any third party, that, in order to act on the provisions of Section 12 hereof, the Consenting Senior Noteholders shall be required to obtain relief from any stay or injunction on creditor actions in a Proceeding (and the Company Parties’ hereby waive, to the greatest extent possible, the applicability of any such stay or injunction to the giving of any termination notice in accordance with Section 12 hereof); provided that nothing herein shall prejudice any Party’s right to argue that the giving of such termination notice or the exercise of any remedy was not proper under the Agreement; (f) except as contemplated by this Agreement, enter into any contract with respect to any bridge or debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing, debt or equity arrangements without the advance written consent (by e-mail or otherwise) of the Required Consenting Senior Noteholders; (g) grant or agree to grant any increase in the current wages, salary, bonus, commissions, retirement benefits, severance, or other compensation or benefits of any director, manager, employee, or officer of any Company Party, whether scheduled prior to, as of or after the RSA Effective Date, except for any increase that (i) is implemented in the ordinary course of business consistent with past practices and is not inconsistent with the Restructuring Transactions contemplated by this Agreement, or (b) with the prior written consent of the Required Consenting Senior Noteholders (including with respect to any key employee retention or incentive programs implemented by the Company Parties); (h) except as expressly contemplated by this Agreement, (i) authorize, create, issue, sell, or grant any additional Equity Interests in any Company Party or (ii) reclassify, recapitalize, redeem, purchase, acquire, authorize or declare or make any distribution on any Equity Interests in any Company Party; (i) incur or commit to incur any capital expenditures, or pay any fees, costs, expenses or other amounts due (including in respect of any shareholder, management, or similar arrangement) to any holders of Company Claims/Equity Interests (including the holders of Seller Notes/Debt Claims), in each case, absent the prior written consent of the Required Consenting Senior Noteholders; (j) except to the extent expressly permitted by Section 8.01, seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into, pursue, consummate, or participate in any discussions or any agreement with any Person regarding, any Alternative Restructuring Proposal; (k) except to the extent expressly contemplated by this Agreement or the Restructuring Term Sheet, amend or propose to amend any Company Party’s Organizational Documents; (l) commence any Liquidation Proceeding or CCAA Proceeding unless the applicable Definitive Documents and materials related thereto shall be consistent with this Agreement or otherwise in form and substance acceptable to the Required Consenting Senior Noteholders; (m) announce publicly, or announce to any of the Consenting Senior Noteholders or other holders of Company Claims/Equity Interests, their intention not to support any of the Restructuring Transactions; (n) make or change any entity classification election (including, with respect to any Company Party that is treated as a partnership or a 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 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; or (o) take or permit any action that would result in a (i) change of ownership of any Company Party under Section 382 of the Code, (ii) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, (iii) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (iv) change of ownership of any Company Party under section 382 of the Tax Code, in each case, except as contemplated by the transactions described herein.

Negative Commitments. Except as may be permitted by Section 8 or as may be modified or waived in advance in writing by During the Required Consenting Senior Noteholders, during the RSA Agreement Effective Period, each of the Company Parties Consenting Stakeholder and, as applicable, each Shareholder agrees that it shall not, not directly or indirectly: (ai) object to, delay, impede, impede or take any other action to interfere with approval, the acceptance, implementation, implementation or consummation of the Restructuring Transactions; (bii) take subject to any action that is inconsistent restrictions imposed by applicable law, (A) support, directly or indirectly, any restructuring or liquidation in any material respect with, or is intended to frustrate or impede approval, implementation, or consummation of, the Restructuring Transactions; (c) (c) (i) execute, deliver, and/or file in any Proceeding any agreement, instrument, motion, pleading, order, form, or jurisdiction other document that is to be utilized to implement or effectuate, or that otherwise relates to, than as contemplated by this Agreement and/or 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, including any Definitive Documents, that, in whole or in part, is not nor (xB) consistent challenge the Plan with respect to the treatment of Eligible Claims thereunder in any material respect 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 or (y) otherwise in form and substance acceptable to the Required Consenting Senior Noteholders, or, if applicable, file any pleading Term Sheet and in any Proceeding seeking authorization event, shall not have been modified in a manner that has, or could reasonably be expected to accomplish or effect any have (determined as of the foregoingdate of any such modification), or (ii) waive, amend, or modify any a material adverse effect on the rights of the Definitive Documents, or file Consenting Stakeholders without their respective prior written consent in any Proceeding a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not (x) consistent in all material respects accordance with this Agreement, or (y) otherwise acceptable to the Required Consenting Senior NoteholdersSection 12; (diii) 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 discovery in connection with, prepareformal or informal credit committee approval of, or commence any proceeding or any vote for Alternative Restructuring Plans (and shall immediately inform the other action (including the Sale Proceedings and the Liquidation Proceedings) that challenges (i) the amount, validity, allowance, character, enforceability, or priority Parties hereto of any Company Claims/Equity Interests notification of any of the Consenting Senior Noteholders, (ii) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, (iii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior Noteholders; or (iv) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 7.02(dan Alternative Restructuring Plan); (eiv) assertinitiate, or support have initiated on its behalf, any assertion by litigation or proceeding of any third party, that, kind and in order any court with respect to act on the provisions of Section 12 hereofBrazilian RJ Proceeding, the Consenting Senior Noteholders shall be required to obtain relief from any stay Ancillary Proceedings, this Agreement or injunction on creditor actions in a Proceeding (and the other Restructuring Transactions contemplated herein against the Company Parties’ hereby waive, to the greatest extent possible, the applicability of any such stay or injunction to the giving of any termination notice in accordance with Section 12 hereof); provided that nothing herein shall prejudice any Party’s right to argue that the giving of such termination notice Parties or the exercise of other Parties other than to enforce this Agreement or any remedy was not proper Restructuring Document unless otherwise permitted under the this Agreement; (fv) except as contemplated (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 this Agreement, enter into any contract with respect it to any bridge or debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing, debt or equity arrangements without the advance written consent (by e-mail or otherwise) of the Required Consenting Senior Noteholders; (g) grant or agree to grant any increase vote in the current wages, salary, bonus, commissions, retirement benefits, severance, or other compensation or benefits favor of any director, manager, employee, or officer of any Company Party, whether scheduled prior to, as of or after the RSA Effective Date, except for any increase that (i) is implemented in the ordinary course of business consistent with past practices and is not inconsistent with the Restructuring Transactions contemplated by this Agreement, or (b) with the prior written consent of the Required Consenting Senior Noteholders (including with respect to any key employee retention or incentive programs implemented by the Company Parties); (h) except as expressly contemplated by this Agreement, (i) authorize, create, issue, sell, or grant any additional Equity Interests in any Company Party or (ii) reclassify, recapitalize, redeem, purchase, acquire, authorize or declare or make any distribution on any Equity Interests in any Company Party; (i) incur or commit to incur any capital expenditures, or pay any fees, costs, expenses or other amounts due (including in respect of any shareholder, management, or similar arrangement) to any holders of Company Claims/Equity Interests (including the holders of Seller Notes/Debt Claims)Enforcement Action, in each case, absent the prior written consent of the Required Consenting Senior Noteholders; (j) case except to the extent expressly permitted by Section 8.01, seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into, pursue, consummate, or participate in any discussions or any agreement with any Person regarding, any Alternative Restructuring Proposal; (k) except to the extent expressly as contemplated by this Agreement or the Restructuring Term Sheet, amend Documents or propose as otherwise agreed in writing by the Parties to amend any Company Party’s Organizational Documents; (l) commence any Liquidation Proceeding be necessary or CCAA Proceeding unless desirable for the applicable Definitive Documents and materials related thereto shall be consistent with this Agreement or otherwise in form and substance acceptable to the Required Consenting Senior Noteholders; (m) announce publicly, or announce to any of the Consenting Senior Noteholders or other holders of Company Claims/Equity Interests, their intention not to support any 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; (nvi) make directly or change indirectly take any entity classification election 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 Company Party that is treated as a partnership or a 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 letter of credit issued in connection with any 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; or (o) take or permit any action that would result in a (i) change of ownership of any Company Party under Section 382 of the Code, (ii) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, (iii) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (iv) change of ownership of any Company Party under section 382 of the Tax Code, in each case, except as contemplated by the transactions described hereinBradesco LC Reimbursement Agreement.

Negative Commitments. Except as may be permitted by Subject in all respects to Section 8 or as may be modified or waived in advance in writing by 7, and except pursuant to consummation of the Required Consenting Senior NoteholdersRestructuring Transactions, during the RSA Agreement Effective Period, each of the Company Parties shall not, without the prior written consent of the affected Required Consenting Stakeholder, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with approval, 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, or implementation and consummation of, the Restructuring TransactionsTransactions as contemplated in this Agreement; (c) (c) (i) execute, deliver, and/or file in any Proceeding 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 and/or the Restructuring Transactions, including any Definitive Documents, that, in whole or in part, is not (x) consistent in any material respect with this Agreement or (y) otherwise in form and substance acceptable to the Required Consenting Senior Noteholders, or, if applicable, file any pleading in any Proceeding seeking authorization to accomplish or effect any of the foregoing, or (ii) waive, amend, amend or modify any of the Definitive Documents, or or, if applicable, file in any Proceeding with the Bankruptcy Court a pleading seeking to waive, amend, amend or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, modification or filing contains any provision that is not (x) consistent in all material respects with this Agreement, or (y) otherwise acceptable to the Required Consenting Senior NoteholdersMerger Agreement, and the Plan, as applicable; (d) seek discovery in connection with, prepare, or commence any proceeding or any other action (including the Sale Proceedings and the Liquidation Proceedings) that challenges (i) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, (ii) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, (iii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior Noteholders; or (iv) support any Person in connection with any an implementation or potential implementation of the acts described in clause (i) or clause (ii) of this Section 7.02(d); (e) Restructuring Transactions through the In-Court Restructuring, assert, or support any assertion by any third partyPerson, that, in order to act on the provisions of Section 12 hereof12, the Consenting Senior Noteholders Stakeholders shall be required to obtain relief from any the automatic stay or injunction on creditor actions in a Proceeding from the Bankruptcy Court (and each of the Company Parties’ Parties hereby waivewaives, to the greatest extent possible, the applicability of any such the automatic stay or injunction to the giving of any notice of termination notice in accordance with Section 12 hereof12); provided that nothing herein shall prejudice any Party’s right to argue that the giving of such termination notice or the exercise of any remedy was not proper under the Agreement;and (fe) except as contemplated by this Agreement, enter into any contract with respect to any bridge or debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing, debt or equity arrangements without the advance written consent (by e-mail or otherwise) of the Required Consenting Senior Noteholders; (g) grant or agree to grant any increase in the current wages, salary, bonus, commissions, retirement benefits, severance, or other compensation or benefits of any director, manager, employee, or officer of any Company Party, whether scheduled prior to, as of or after the RSA Effective Date, except for any increase that (i) is implemented in the ordinary course of business consistent with past practices and is not inconsistent with if the Restructuring Transactions contemplated by this Agreementare to be implemented through the In-Court Restructuring, file any motion, pleading, or (b) Definitive Documents with the prior written consent of the Required Consenting Senior Noteholders Bankruptcy Court or any other court (including with respect to any key employee retention modifications or incentive programs implemented by the Company Parties); (hamendments thereof) except as expressly contemplated by this Agreement, (i) authorize, create, issue, sell, or grant any additional Equity Interests in any Company Party or (ii) reclassify, recapitalize, redeem, purchase, acquire, authorize or declare or make any distribution on any Equity Interests in any Company Party; (i) incur or commit to incur any capital expenditures, or pay any fees, costs, expenses or other amounts due (including in respect of any shareholder, management, or similar arrangement) to any holders of Company Claims/Equity Interests (including the holders of Seller Notes/Debt Claims)that, in each casewhole or in part, absent the prior written consent of the Required Consenting Senior Noteholders; (j) except to the extent expressly permitted by Section 8.01, seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into, pursue, consummate, or participate in any discussions or any agreement with any Person regarding, any Alternative Restructuring Proposal; (k) except to the extent expressly contemplated by this Agreement or the Restructuring Term Sheet, amend or propose to amend any Company Party’s Organizational Documents; (l) commence any Liquidation Proceeding or CCAA Proceeding unless the applicable Definitive Documents and materials related thereto shall be is not materially consistent with this Agreement or otherwise in form and substance acceptable to the Required Consenting Senior Noteholders; (m) announce publicly, or announce to any of the Consenting Senior Noteholders or other holders of Company Claims/Equity Interests, their intention not to support any of the Restructuring Transactions; (n) make or change any entity classification election (including, with respect to any Company Party that is treated as a partnership or a 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 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; or (o) take or permit any action that would result in a (i) change of ownership of any Company Party under Section 382 of the Code, (ii) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, (iii) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (iv) change of ownership of any Company Party under section 382 of the Tax Code, in each case, except as contemplated by the transactions described hereinAgreement.

Negative Commitments. Except as may be permitted by set forth in Section 8 or as may be modified or waived in advance in writing by the Required Consenting Senior Noteholders6.3 hereof, during the RSA Agreement Effective Period, each of the Company Parties Debtor shall not, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with approval, the acceptance, implementation, or consummation of the Restructuring Transactions; (b) take any action that is inconsistent in any material respect with, or is intended to that would frustrate or impede impede, the approval, implementation, or consummation ofof the Restructuring Transactions described in this Agreement, the Restructuring TransactionsPlan, or the Definitive Documents; (c) (c) (i) execute, deliver, and/or file in any Proceeding any agreement, instrument, motion, pleading, order, form, or Definitive Document with the Bankruptcy Court or any other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement and/or the Restructuring Transactions, court (including any Definitive Documents, modifications or amendments thereof) that, in whole or in part, is not (x) consistent in any material respect with this Agreement or (y) otherwise in form and substance acceptable to the Required Consenting Senior Noteholders, or, if applicable, file any pleading in any Proceeding seeking authorization to accomplish or effect any of the foregoing, or (ii) waive, amend, or modify any of the Definitive Documents, or file in any Proceeding a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not (x) consistent in all material respects inconsistent with this Agreement, or (y) otherwise acceptable to the Required Consenting Senior Noteholders; (d) seek discovery in connection with, preparePlan, or commence any proceeding or any other action (including the Sale Proceedings and the Liquidation Proceedings) that challenges (i) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, (ii) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, (iii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior Noteholders; or (iv) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 7.02(d); (e) assert, or support any assertion by any third party, that, in order to act on the provisions of Section 12 hereof, the Consenting Senior Noteholders shall be required to obtain relief from any stay or injunction on creditor actions in a Proceeding (and the Company Parties’ hereby waive, to the greatest extent possible, the applicability of any such stay or injunction to the giving of any termination notice in accordance with Section 12 hereof); provided that nothing herein shall prejudice any Party’s right to argue that the giving of such termination notice or the exercise of any remedy was not proper under the Agreement; (f) except as contemplated by this Agreement, enter into any contract with respect to any bridge or debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing, debt or equity arrangements without the advance written consent (by e-mail or otherwise) of the Required Consenting Senior Noteholders; (g) grant or agree to grant any increase in the current wages, salary, bonus, commissions, retirement benefits, severance, or other compensation or benefits of any director, manager, employee, or officer of any Company Party, whether scheduled prior to, as of or after the RSA Effective Date, except for any increase that (i) is implemented in the ordinary course of business consistent with past practices and is not inconsistent with the Restructuring Transactions contemplated by this Agreement, or (b) with the prior written consent of the Required Consenting Senior Noteholders (including with respect to any key employee retention or incentive programs implemented by the Company Parties); (h) except as expressly contemplated by this Agreement, (i) authorize, create, issue, sell, or grant any additional Equity Interests in any Company Party or (ii) reclassify, recapitalize, redeem, purchase, acquire, authorize or declare or make any distribution on any Equity Interests in any Company Party; (i) incur or commit to incur any capital expenditures, or pay any fees, costs, expenses or other amounts due (including in respect of any shareholder, management, or similar arrangement) to any holders of Company Claims/Equity Interests (including the holders of Seller Notes/Debt Claims), in each case, absent the prior written consent of the Required Consenting Senior Noteholders; (j) except to the extent expressly permitted by Section 8.01, seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into, pursue, consummate, or participate in any discussions or any agreement with any Person regarding, any Alternative Restructuring Proposal; (k) except to the extent expressly contemplated by this Agreement or the Restructuring Term Sheet, amend or propose to amend any Company Party’s Organizational Documents; (l) commence any Liquidation Proceeding or CCAA Proceeding unless the applicable Definitive Documents and materials related thereto shall be consistent with this Agreement or otherwise in form and substance acceptable to the Required Consenting Senior Noteholders; (m) announce publicly, or announce to any of the Consenting Senior Noteholders or other holders of Company Claims/Equity Interests, their intention not to support any of the Restructuring Transactions; (nd) 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 entity classification election (includingtax election, with respect to change any Company Party that is treated as a partnership annual tax accounting period, adopt or a disregarded Entity for U.S. federal income change any method of tax purposes, an election to be treated as a corporation for U.S. federal income tax purposes)accounting, file any amended tax return, enter into settle any closing agreement with respect tax claim or assessment, surrender any right to taxesclaim a tax refund, offset, or other reduction in tax liability or consent to any extension or waiver of the limitations limitation period applicable to any tax claim or assessment, in each case (i) that is material and inconsistent with past practice except to the extent needed to comply with this Agreement, the Plan or the Restructuring Transactions, without using commercially reasonable efforts to consult in good faith with the 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 such action prior to taking such action or (ii) if inconsistent in any material respect with this Agreement, the Plan or the Restructuring Transactions, 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 delayed); (f) make 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 delayed); (g) 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 material closing agreement or arrangementmake 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 (such consent not to be unreasonably withheld, conditioned, or settle any tax claim or assessmentdelayed); or (oh) take sell, dispose of, or permit otherwise dispense with any action that would result in a (i) change material assets outside of ownership of any Company Party under Section 382 of the Code, (ii) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, (iii) realization of any taxable income outside the ordinary course of business prior to consulting with the Company Parties’ business, or (iv) change Ad Hoc Group of ownership Senior Noteholders and the Official Committee and providing information reasonably necessary for the Ad Hoc Group of any Company Party under section 382 of Senior Noteholders and the Tax CodeOfficial Committee, in each casecase subject to appropriate confidentiality arrangements, except as contemplated by to meaningfully assess the transactions described hereinrequest.

Negative Commitments. Except as may be permitted by set forth in Section 8 or as may be modified or waived in advance in writing by the Required Consenting Senior Noteholders7, during the RSA Agreement Effective Period, each of the Company Parties shall not, without the prior written consent of the Required Consenting Creditors, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with approval, 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, or and consummation ofof the Restructuring Transactions described in, this Agreement, the Restructuring TransactionsPlan or any of the other Definitive Documents; (c) (c) (i) execute, deliver, and/or file in any Proceeding 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 Agreement, the Plan, and/or the Restructuring Transactions, including any Definitive Documents, Transactions that, in whole or in part, is not (x) consistent in any material respect with this Agreement or (y) otherwise in form and substance acceptable to the Company Parties and the Required Consenting Senior NoteholdersCreditors pursuant to their consent rights set forth in Section 3.02, as applicable, or, if applicable, file any pleading in any Proceeding 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 file in any Proceeding with the Bankruptcy Court a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not (x) consistent in all material respects with this AgreementAgreement and the Restructuring Term Sheet, or (y) otherwise acceptable to the Company Parties and the Required Consenting Senior NoteholdersCreditors pursuant to their consent rights set forth in Section 3.02, as applicable; (d) (i) file any motion in the Bankruptcy Court, seek discovery in connection with, prepare, or commence any proceeding or any other action (including the Sale Proceedings and the Liquidation Proceedings) that challenges (i1) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Equity Interests of any of the Consenting Senior NoteholdersCreditors, or (ii2) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting Senior Noteholders, Creditors; (iiiii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior NoteholdersCreditors; or (iviii) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 7.02(d6.02(d); (e) assert(i) redeem, make, or support declare any assertion by dividends, distributions, or other payments on account of WW’s shares, (ii) enter into (x) any third party, thatnew key employee incentive plan or key employee retention plan or any new or amended agreement regarding executive compensation (if applicable) or (y) any material executory contract or lease, in order to act on each case unless in the provisions ordinary course of Section 12 hereof, the Consenting Senior Noteholders shall be required to obtain relief from any stay or injunction on creditor actions in a Proceeding business and consistent with past practice (and the Company Parties’ hereby waive, to the greatest extent possiblepast practice exists), (iii) engage in any merger, consolidation, material disposition, material acquisition, investment, incurrence of indebtedness or other similar transaction, in each case outside of the applicability ordinary course of business and other than the Restructuring Transactions or (iv) take any action or inaction that would cause a change to the tax residence, tax classification or tax status of any such stay or injunction to Company Party other than in connection with the giving of any termination notice in accordance with Section 12 hereof); provided that nothing herein shall prejudice any Party’s right to argue that the giving of such termination notice or the exercise of any remedy was not proper under the AgreementRestructuring Transactions; (f) except as contemplated by this Agreement, enter into any contract with respect to any bridge or debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing, debt or equity financing arrangements without the advance written consent (by e-mail or otherwise) of the Required Consenting Senior NoteholdersCreditors; (g) grant or agree except to grant any increase in the current wagesextent permitted by Section 7.02, salaryseek, bonussolicit, commissionssupport, retirement benefitsencourage, severancepropose, assist, consent to, vote for, enter, or other compensation participate in any negotiations, discussions or benefits of any directoragreements with any Person regarding, manager, employeepursue, or officer of consummate, any Alternative Restructuring Proposal; (h) commence the solicitation with respect to the Plan unless the Disclosure Statement and the Solicitation Materials shall be in form and substance consistent with this Agreement or otherwise satisfactory to the Company Party, whether scheduled prior to, as of or after Parties and the RSA Effective Date, except for any increase that Required Consenting Creditors; (i) is implemented in the ordinary course amend or change any of business consistent with past practices and is not inconsistent with the Restructuring Transactions contemplated by this Agreement, or (b) with their respective existing organizational documents without the prior written consent of the Required Consenting Senior Noteholders (including with respect to any key employee retention or incentive programs implemented by the Company Parties)Creditors; (hj) except as expressly contemplated by this Agreementsell any assets (including, (iwithout limitation, any intellectual property) authorize, create, issue, sell, in a transaction or grant any additional Equity Interests in any Company Party a series of transaction having a fair market value of $1,000,000.00 or (ii) reclassify, recapitalize, redeem, purchase, acquire, authorize or declare or make any distribution on any Equity Interests in any Company Party; (i) incur or commit to incur any capital expenditures, or pay any fees, costs, expenses or other amounts due (including in respect of any shareholder, management, or similar arrangement) to any holders of Company Claims/Equity Interests (including the holders of Seller Notes/Debt Claims), in each case, absent greater without the prior written consent of the Required Consenting Senior Noteholders; (j) except to the extent expressly permitted by Section 8.01, seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into, pursue, consummate, or participate in any discussions or any agreement with any Person regarding, any Alternative Restructuring Proposal;Creditors; or (k) except consummate the Restructuring Transactions unless each of the applicable conditions to the extent expressly contemplated by consummation of such transactions set forth in this Agreement or Agreement, the Restructuring Term Sheet, amend the Plan, and the other applicable Definitive Documents has been satisfied or propose to amend any Company Party’s Organizational Documents; (l) commence any Liquidation Proceeding or CCAA Proceeding unless waived by the applicable Persons in accordance with the terms of this Agreement and the applicable Definitive Documents and materials related thereto shall be consistent with this Agreement or otherwise in form and substance acceptable to the Required Consenting Senior Noteholders; (m) announce publicly, or announce to any of the Consenting Senior Noteholders or other holders of Company Claims/Equity Interests, their intention not to support any of the Restructuring Transactions; (n) make or change any entity classification election (including, with respect to any Company Party that is treated as a partnership or a 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 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; or (o) take or permit any action that would result in a (i) change of ownership of any Company Party under Section 382 of the Code, (ii) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, (iii) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (iv) change of ownership of any Company Party under section 382 of the Tax Code, in each case, except as contemplated by the transactions described hereinDocuments.

Negative Commitments. Except as may be permitted by set forth in Section 8 or as may be modified or waived in advance in writing by 9, and except pursuant to the Required Consenting Senior Noteholdersconsummation of the Restructuring Transactions, during the RSA Agreement Effective Period, each of the Company Parties shall not, without the prior written consent of the Required Consenting Stakeholders, directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with approval, 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, or and consummation of, the Restructuring Transactions; (c) (c) (i) execute, deliver, and/or execute or file in any Proceeding 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 Agreement, the Plan, and/or the Restructuring Transactions, including any Definitive Documents, Transactions that, in whole or in part, is not (x) consistent in any all material respect respects with this Agreement Agreement, the Out-of-Court Term Sheet, or (y) the Chapter 11 Term Sheet, as applicable, or otherwise in form and substance reasonably acceptable to the Required Consenting Senior NoteholdersStakeholders, orsubject to the Consenting Shareholders’ In-Court Consent Right, if applicable, file any pleading in any Proceeding seeking authorization to accomplish or effect any of the foregoing, or and (ii) waive, amend, or modify any of the Definitive Documents, or file in any Proceeding a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, in either case, which waiver, amendment, modification, or filing contains any provision that is not (x) consistent in all material respects with this Agreement, the Out-of-Court Term Sheet, or (y) the Chapter 11 Term Sheet, as applicable, or otherwise reasonably acceptable to the Required Consenting Senior NoteholdersStakeholders, 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 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 the Plan; (e) (i) seek discovery in connection with, prepare, or commence any proceeding or any other action (including the Sale Proceedings and the Liquidation Proceedings) that challenges (iA) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Equity Interests of any of the Consenting Senior NoteholdersStakeholders, or (iiB) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Equity Interests of any of the Consenting Senior NoteholdersLenders, (iiiii) otherwise seek to restrict any contractual rights of any of the Consenting Senior Noteholders under the Senior Notes Documents; (iv) otherwise commence any action against any of the Consenting Senior Noteholders; Stakeholders, or (iviii) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 7.02(d8.02(e); (e) assert, or support any assertion by any third party, that, in order to act on the provisions of Section 12 hereof, the Consenting Senior Noteholders shall be required to obtain relief from any stay or injunction on creditor actions in a Proceeding (and the Company Parties’ hereby waive, to the greatest extent possible, the applicability of any such stay or injunction to the giving of any termination notice in accordance with Section 12 hereof); provided that nothing herein shall prejudice any Party’s right to argue that the giving of such termination notice or the exercise of any remedy was not proper under the Agreement; (f) except as contemplated by this Agreement, enter into any contract with respect to any bridge or debtor-in-possession financing, cash collateral usage, exit financing, and/or other financingfinancing arrangements, debt or equity arrangements without other than as contemplated under the advance written consent (by e-mail or otherwise) of the Required Consenting Senior NoteholdersChapter 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 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 (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); (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 current 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, employeeofficer, or officer employee of, or any consultant or advisor that is retained or engaged by, any of any the Company Party, whether scheduled prior to, as of or after the RSA Effective DateParties, except for any increase that (i) is implemented in the ordinary course of business consistent with past practices and is not inconsistent with the Restructuring Transactions contemplated by this Agreement, or (b) with the prior written consent of the Required Consenting Senior Noteholders (including with respect to any key employee retention or incentive programs implemented by the Company Parties); (h) except as expressly contemplated by this Agreement, (i) authorize, create, issue, sell, or grant any additional Equity Interests in any Company Party or (ii) reclassify, recapitalize, redeem, purchase, acquire, authorize or declare or make any distribution on any Equity Interests in any Company Party; (i) incur or commit to incur any capital expenditures, or pay any fees, costs, expenses or other amounts due (including in respect of any shareholder, management, or similar arrangement) to any holders of Company Claims/Equity Interests (including the holders of Seller Notes/Debt Claims), in each case, absent the prior written consent of the Required Consenting Senior Noteholders; (j) except to the extent expressly permitted by Section 8.01, seek, solicit, knowingly encourage, propose, assist in, consent to, or vote for, enter into, pursue, consummate, or participate in any discussions or any agreement with any Person regarding, any Alternative Restructuring Proposalbusiness; (k) except to the extent expressly contemplated by this Agreement enter into, adopt or the Restructuring Term Sheetestablish any new compensation or benefit plans or arrangements (including employment agreements and any retention, success or other bonus plans), or amend or propose to amend terminate any Company Party’s Organizational Documentsexisting compensation or benefit plans or arrangements (including employment agreements); (l) commence any Liquidation Proceeding or CCAA Proceeding unless the applicable Definitive Documents and materials related thereto shall be consistent with this Agreement or otherwise in form and substance acceptable to the Required Consenting Senior Noteholders; (m) announce publicly, or announce to any of the Consenting Senior Noteholders or other holders of Company Claims/Equity Interests, their intention not to support any of the Restructuring Transactions; (n) make or change any entity classification tax election (including, with respect to any Company Party Debtor that is treated as a partnership or a disregarded Entity 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 limitations period applicable to any tax claim or assessment, enter into any installment sale transaction, adopt or change any accounting methods, practices 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; or; (om) take or permit any action that would result in a (i) change of ownership of any Company Party under Section 382 of the Code, (ii) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code, or (iiiii) realization of any taxable income outside the ordinary course of the Company Parties’ business; (n) amend any of their respective Organizational Documents in a manner that is materially inconsistent with this Agreement or the Plan; (o) authorize, create, or (iv) change of ownership of issue any Company Party under section 382 additional Equity Interests in any of the Tax CodeCompany 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 indebtedness, liabilities or 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, support, encourage, propose, assist, consent to, or vote for, enter or participate in any negotiations or any agreement with any Person regarding, pursue or consummate, any Alternative Restructuring; (r) announce publicly their intention not to support the Restructuring Transactions; or (s) consummate the Restructuring Transactions unless each caseof the conditions to the consummation of such transactions set forth in this Agreement, except as contemplated the Out-of-Court Term Sheet, and/or the Disclosure Statement has been satisfied (or waived by the transactions described hereinapplicable Required Consenting Stakeholders in their sole discretion).