Common use of Affirmative Commitments Clause in Contracts

Affirmative Commitments. During the Agreement Effective Period, Ares agrees to: (a) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (b) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents to which it has consent rights that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent right pursuant to Section 3.02; (c) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring Transactions; (d) consent to the use of its powers under the Elk Hills Power Agreements (including to cause its representatives on the board of Elk Hills Power to vote to amend the Elk Hills Power Agreements) in accordance with the Restructuring Term Sheet and the 9019 Orders; and (e) negotiate in good faith upon reasonable request of any other Party any modifications to the Restructuring Transactions that improve the tax efficiency of the Restructuring Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Restructuring Transactions, in each case to the extent such modifications can be implemented without any adverse effect on Ares.

Affirmative Commitments. During the Agreement Effective Period, Ares each Consenting Creditor severally, and not jointly, agrees in respect of all of its Company Claims to: (a) support the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (b) give any notice, order, instruction, or direction to the Agent or Trustee necessary to give effect to the Restructuring Transactions; (c) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents to which it has consent rights that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent right rights pursuant to Section 3.02; (cd) consent to the use of their cash collateral and the priming of the liens on the collateral securing the 2017 Term Loans, the 2016 Term Loans and the Second Lien Notes by the liens securing the Senior DIP Facility and Junior DIP Facility, in each case in accordance with the Budget (as defined in the DIP Credit Agreements) and the DIP Order; (e) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring Transactions; (d) consent to the use of its powers under the Elk Hills Power Agreements (including to cause its representatives on the board of Elk Hills Power to vote to amend the Elk Hills Power Agreements) in accordance with the Restructuring Term Sheet and the 9019 Orders; and (ef) negotiate in good faith upon reasonable request of any other Party any modifications to the Restructuring Transactions that improve the tax efficiency of the Restructuring Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Restructuring Transactions, in each case to the extent such modifications can be implemented without any adverse effect on Aressuch Consenting Creditor.

Affirmative Commitments. During the Agreement Effective Period, Ares agrees each Consenting Stakeholder agrees, severally, and not jointly, in respect of all of its Company Claims and Interests to: (ai) support the Restructuring Transactions Restructuring, and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are it is legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring TransactionsRestructuring; (bii) take all steps reasonably necessary and desirable to consummate the Restructuring in accordance with this Agreement; (iii) support, and not object to, delay, impede, or take any other action to interfere with the Company Parties’ efforts to obtain an Alternative Exit Facility, including with respect to the Company’s marketing efforts, discussions, negotiations, or information sharing with any potential lender thereunder; (iv) give any notice, order, instruction, or direction to the applicable Trustee(s) necessary to consummate the Restructuring; (v) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents to which it has consent rights that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent right rights pursuant to Section 3.02;3.02 hereof; and (cvi) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring Transactions; (d) consent to the use of its powers under the Elk Hills Power Agreements (including to cause its representatives on the board of Elk Hills Power to vote to amend the Elk Hills Power Agreements) in accordance with the Restructuring Term Sheet and the 9019 Orders; and (e) negotiate in good faith upon reasonable request of any other Party any modifications to the Restructuring Transactions that improve the tax efficiency of the Restructuring Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Restructuring Transactions, in each case to the extent such modifications can be implemented without any adverse effect on AresRestructuring.

Affirmative Commitments. During Subject to ‎Section 7, except as set forth in this ‎Section 6, during the Agreement Effective Period, Ares the Company agrees to: (a) support support, act in good faith, and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions and vote and exercise any powers in accordance with this Agreement, including launching the Exchange in accordance with the applicable Milestone unless waived or rights available to it modified in accordance with the terms hereof; (including in any creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participateb) in each case in favor of any matter requiring approval to the extent any legal, financial, or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions contemplated herein, negotiate in good faith with the Consenting Stakeholders appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; (c) use commercially reasonable efforts to obtain any and all consents and third-party approvals that are necessary and/or advisable for the implementation or consummation of any part of the Transactions, including obtaining any and all required regulatory or governmental approvals to implement consummate the Restructuring Transactions; (bd) negotiate in good faith and use commercially reasonable efforts to execute execute, deliver, and implement the Definitive Documents to which it has consent rights and any other necessary agreements that are not inconsistent consistent with this Agreement (including the Transaction Term Sheet) to which it is required to be a party or party, and to which it has consent right pursuant to Section 3.02; (c) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate implement the consummation of the Restructuring Transactions; (de) consent use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the use extent reasonably prudent; (f) maintain the good standing and legal existence of its powers each Company Party under the Elk Hills Power Agreements Laws of the state in which it is incorporated, organized or formed; (including g) conduct its businesses and operations in the ordinary course and in compliance with Law in a manner that is otherwise in compliance in all respects with all of the provisions of the Existing Facilities Documents; (h) notify counsel to cause its representatives on the board of Elk Hills Power to vote to amend the Elk Hills Power Agreements) in accordance with the Restructuring Term Sheet Required Consenting Debenture Holders and the 9019 OrdersTerm Loan Lenders if the Special Committee decides to enter into any engagement letter or other agreement with any non-legal advisor that (i) does not provide for its termination automatically upon the occurrence of the Transaction Effective Date or (ii) contains a “tail” or similar provision that could entitle such advisor to payment of any fees or expenses in connection with any transaction (including, but not limited to, any capital raise or sale of all or any portion of the Company’s assets) occurring after the Transaction Effective Date; (i) use commercially reasonable efforts to provide the Consenting Stakeholders with any information reasonably requested regarding the Company Parties and reasonable access to management and advisors of the Company Parties for the purposes of evaluating the Company Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs; and (ej) negotiate in good faith upon reasonable request of any other Party any modifications inform counsel to the Restructuring Transactions that improve the tax efficiency Consenting Stakeholders in writing (email being sufficient) as soon as reasonably practicable after becoming aware of the Restructuring Transactions (i) any matter or are otherwise necessary circumstance which they know to address any legal, financialbe, or structural would reasonably expect to be, a material impediment that may prevent to the implementation or consummation of the Restructuring Transactions, (ii) any notice of any commencement of any involuntary insolvency proceedings or legal suit, investigation, or enforcement action from or by any person in each case to respect of any Company Party, (iii) any material breach of any of the extent such modifications can be implemented without terms, conditions, representations, warranties or covenants set forth in this Agreement (including a breach by any adverse effect on AresCompany Party), or (iv) the occurrence of a Termination Event.

Affirmative Commitments. During the Agreement Effective Period, Ares each Consenting Creditor severally, and not jointly, agrees in respect of all of its Company Claims/Interests (subject to Sections 5.05 and 5.06) to: (a) in respect of each of its Company Claims/Interests, act in good faith and support the Restructuring Transactions as contemplated by this Agreement and the Proposed Plan, including to vote and exercise any powers or rights available to it (including in any creditors’ meeting or in any process requiring voting or approval to which they are such Consenting Creditor is legally entitled to participate) ), in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions and within the timeframe outlined herein and in the Definitive Documents and not change or withdraw (or cause to be changed or withdrawn) any such vote; provided, however, that no Consenting Creditor shall be obligated to waive (to the extent waivable by such Consenting Creditor) any condition to the consummation of any part of the Restructuring Transactions; (b) give any notice, order, instruction, or direction to the Agent and/or Indenture Trustee necessary to give effect to the Restructuring Transactions; (c) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents to which it has consent rights that are not inconsistent with this Agreement to which it is required to be a party or to which it has a consent right pursuant to Section 3.02;; and (cd) negotiate consider in good faith any appropriate additional or alternative provisions or agreements agreement necessary to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, delay or are necessary to effectuate the consummation of the Restructuring Transactions; (d) consent to the use of its powers under the Elk Hills Power Agreements (including to cause its representatives on the board of Elk Hills Power to vote to amend the Elk Hills Power Agreements) Transactions in accordance with the Restructuring Term Sheet this Agreement and the 9019 Orders; and (e) negotiate in good faith upon reasonable request of any other Party any modifications to the Restructuring Transactions that improve the tax efficiency of the Restructuring Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Restructuring Transactions, in each case to the extent such modifications can be implemented without any adverse effect on AresProposed Plan.