Common use of Affirmative Commitments Clause in Contracts

Affirmative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, the Company Parties agree to: (a) support and take all steps reasonably necessary and desirable to consummate the Restructuring in accordance with this Agreement; (b) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment; (c) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals with respect to the Restructuring; (d) actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring; (e) use commercially reasonable efforts to obtain proposals and written commitments for a potential Alternative Exit Facility; (f) upon reasonable request of the Consenting Stakeholders, inform the advisors to the Consenting Stakeholders as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of the negotiations of the Definitive Documents; (iii) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; and (iv) the status and progress of the Company Parties’ efforts to solicit proposals and written commitments for a potential Alternative Exit Financing; (g) inform counsel to the Consenting Stakeholders as soon as reasonably practicable after becoming aware of: (i) any event or circumstance that has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Party to terminate, or would result in the termination of, this Agreement with respect to such Party; (ii) any matter or circumstance which they know, or suspect is likely, to be a material impediment to the implementation or consummation of the Restructuring; (iii) any notice of any commencement of any material involuntary Insolvency Proceedings, legal suit for payment of debt, or enforcement of a security interest by any person in respect of any Company Party; (iv) a breach of this Agreement (including a breach by any Company Party); (v) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made; and (vi) any material operations or financial developments of the Company Parties. (h) make commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdiction in which they are incorporated or organized; (i) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (i) provide counsel for the Consenting Stakeholders a reasonable opportunity to review draft copies of all First Day Pleadings and “second day” pleadings, (ii) to the extent reasonably practicable, provide counsel to any Consenting Stakeholders materially affected by such filing a reasonable opportunity to review draft copies of other documents that the Company Parties intend to file with the Bankruptcy Court and, in each case (i) and (ii), the Company Parties shall consult in good faith with such Consenting Stakeholders regarding the form and substance of the First Day Pleadings; (k) make commercially reasonable efforts to operate their businesses in the ordinary course, taking into account the Restructuring and the Chapter 11 Cases; (l) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (m) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (n) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company Parties’ exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (o) use commercially reasonable efforts to seek additional support for the Restructuring from their other material stakeholders to the extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Stakeholders of such Joinder and Transfer Agreements.

Affirmative Commitments. Except as set forth in Section 8Subject to the terms and conditions hereof, during for the Agreement Effective duration of the Restructuring Support Period, the Company Parties agree Ad Hoc Noteholder Group agrees, in respect of all its members, including any party that executes a Joinder, to: (a) support negotiate in good faith and take all steps reasonably necessary use Commercially Reasonable Best Efforts to execute, deliver and desirable implement the Definitive Documents to consummate the Restructuring in accordance with this Agreementwhich it is required to be a party; (b) support and cooperate with the Company to take Commercially Reasonable Best Efforts necessary to consummate the Restructuring Transactions in accordance with the Plan and the terms and conditions of this Agreement 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 legally entitled to participate) in each case, if and when solicited to do so, in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (c) give any required notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions if requested by the Company to do so, provided that no member of the Ad Hoc Noteholder Group shall be required hereunder to provide any Person (including but not limited to the Agents) with any indemnities or similar undertakings in connection with such notice, order, instruction, or direction or to incur any fees or expenses in connection therewith; (d) support the Restructuring Transactions within the timeframes outlined herein and in the Definitive Documents; and (e) to the extent any legal legal, regulatory, or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated hereinRestructuring, support and take all steps reasonably necessary and desirable negotiate in good faith appropriate additional or alternative provisions to address any such impediment; (c) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals with respect to the Restructuring; (d) actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring; (e) use commercially reasonable efforts to obtain proposals and written commitments for a potential Alternative Exit Facility; (f) upon reasonable request of the Consenting Stakeholders, inform the advisors to the Consenting Stakeholders as to: (i) the material business and financial (including liquidity) performance of the Company Parties; (ii) the status and progress of the negotiations of the Definitive Documents; (iii) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; and (iv) the status and progress of the Company Parties’ efforts to solicit proposals and written commitments for a potential Alternative Exit Financing; (g) inform counsel to the Consenting Stakeholders as soon as reasonably practicable after becoming aware of: (i) any event or circumstance that has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Party to terminate, or would result in the termination of, this Agreement with respect to such Party; (ii) any matter or circumstance which they know, or suspect is likely, to be a material impediment to the implementation or consummation of the Restructuring; (iii) any notice of any commencement of any material involuntary Insolvency Proceedings, legal suit for payment of debt, or enforcement of a security interest by any person in respect of any Company Party; (iv) a breach of this Agreement (including a breach by any Company Party); (v) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made; and (vi) any material operations or financial developments of the Company Parties. (h) make commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdiction in which they are incorporated or organized; (i) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (i) provide counsel for the Consenting Stakeholders a reasonable opportunity to review draft copies of all First Day Pleadings and “second day” pleadings, (ii) to the extent reasonably practicable, provide counsel to any Consenting Stakeholders materially affected by such filing a reasonable opportunity to review draft copies of other documents that the Company Parties intend to file with the Bankruptcy Court and, in each case (i) and (ii), the Company Parties shall consult in good faith with such Consenting Stakeholders regarding the form and substance of the First Day Pleadings; (k) make commercially reasonable efforts to operate their businesses in the ordinary course, taking into account the Restructuring and the Chapter 11 Cases; (l) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (m) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (n) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company Parties’ exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and (o) use commercially reasonable efforts to seek additional support for the Restructuring from their other material stakeholders to the extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Stakeholders of such Joinder and Transfer Agreements.

Affirmative Commitments. Except as set forth in Section 8, during During the Agreement Effective Period, the Company Parties agree to: (a) support and take all steps reasonably necessary and desirable to consummate the Restructuring in accordance with this Agreement; (b) to the extent any legal or structural impediment arises that would preventeach Consenting Stakeholder and, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment; (c) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals with respect to the Restructuring; (d) actively oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring (including, if as applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring; (e) use commercially reasonable efforts to obtain proposals and written commitments for a potential Alternative Exit Facility; (f) upon reasonable request of the Consenting Stakeholders, inform the advisors to the Consenting Stakeholders as each Shareholder agrees to: (i) support the material business Restructuring Transactions and financial vote and exercise any powers or rights available to it (including liquidityin any board, shareholders’ or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) performance in each case in favor of any matter requiring approval to the Company Partiesextent necessary to implement the Restructuring Transactions; (ii) solely with respect to each Consenting Stakeholder, so long as its vote has been properly solicited pursuant to the status Brazilian Bankruptcy Law and progress subject to any other restrictions imposed by applicable law, (A) vote or cause to be voted all claims eligible to vote on the Plan under the Brazilian Bankruptcy Law that it, as of the negotiations Execution Date or later, holds, controls or has the ability to control (the “Eligible Claims”) to accept the Plan by casting its vote at the Creditors’ General Meeting, if any, including by submitting all necessary papers, authorizations, proxies and vote instructions to the judicial administrator and/or to their legal representatives and (B) not challenge such vote (or cause or direct such vote to be challenged), so long as, in each case, the Plan shall be substantially consistent with the terms of this Agreement and the Term Sheet and not have been modified in a manner that has, or could reasonably be expected to have, (determined as of the Definitive Documents; (iiidate of any such modification) a material adverse effect on the status rights of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; and (iv) the status and progress of the Company Parties’ efforts to solicit proposals and written commitments for a potential Alternative Exit Financing; (g) inform counsel to the Consenting Stakeholders as soon as reasonably practicable after becoming aware of: (i) any event or circumstance that has occurredwithout the prior written consent of the Consenting Stakeholders in accordance with Section 12; provided, or that is reasonably likely to occur (and if it did so occur)however, that would permit notwithstanding anything else herein, nothing in this Agreement shall oblige Bradesco to vote its LC Reimbursement Agreement Claims, it being understood that if Bradesco, in its sole discretion, elects to vote its LC PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT Reimbursement Agreement Claims, then it will be obliged to vote to accept the Plan; provided, further, that nothing in this Agreement shall prevent any Party from freely voting its Claims (accepting or rejecting the Plan) with respect to terminate, or would result in the termination of, Brazilian RJ Proceeding if this Agreement is terminated with respect to such Party; (iiiii) any matter support, not oppose and, as applicable under the laws of such ancillary jurisdiction, express approval for recognition of, the Brazilian RJ Proceeding (or circumstance which they know, other relief as requested by the Filing Entities) in the Ancillary Proceedings as reasonably necessary or suspect is likely, appropriate to be a material impediment give effect to or aid in the implementation or consummation of the Restructuring; (iii) any notice Plan or entry of any commencement of any material involuntary Insolvency Proceedings, legal suit for payment of debt, or enforcement of a security interest by any person in respect of any Company Partythe Recognition Orders; (iv) a breach of this Agreement (including a breach by give any Company Party)notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions; (v) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made; and (vi) any material operations or financial developments of the Company Parties. (h) make commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdiction in which they are incorporated or organized; (i) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate implement the Restructuring as contemplated by Documents that are consistent with this AgreementAgreement to which it is required to be a party; (ivi) provide counsel for solely with respect to the Shareholders, maintain its respective portion of the Shareholder Contribution deposited in full, in compliance with its respective Shareholder Contribution Agreement, and deliver to the Consenting Stakeholders a reasonable opportunity written notice at least two (2) Business Days prior to review draft copies any withdrawal of all First Day Pleadings and “second day” pleadings, (ii) to the extent reasonably practicable, provide counsel to or any Consenting Stakeholders materially affected by such filing a reasonable opportunity to review draft copies of other documents that the Company Parties intend to file with the Bankruptcy Court and, in each case (i) and (ii), the Company Parties shall consult in good faith with such Consenting Stakeholders regarding the form and substance portion of the First Day Pleadings; (k) make commercially reasonable efforts to operate their businesses in the ordinary course, taking into account the Restructuring and the Chapter 11 Cases; (l) negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement; (m) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; (n) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company Parties’ exclusive right to file and/or solicit acceptances of a plan reorganization, as applicabledeposited Shareholder Contribution funds; and (ovii) solely with respect to each Consenting Lender, permit the Filing Entities to use commercially reasonable efforts to seek additional support for the Restructuring from their other material stakeholders Cash Collateral, but only to the extent reasonably prudent andexpressly permitted under, and subject to the extent terms and conditions set forth in the Company Parties receive any Joinders or Transfer Agreements, to notify the Consenting Stakeholders of such Joinder and Transfer Cash Collateral Agreements.