Common use of Affirmative Commitments Clause in Contracts

Affirmative Commitments. During the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and not jointly, in respect of all of its Company Claims, to: (i) 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, in favor of any matter requiring approval to the extent consistent with and necessary to implement the Restructuring Transactions; (ii) refrain from changing, revoking, amending, or withdrawing (or causing such change, revocation, amendment, or withdrawal of) any vote or election referred to in clause (i) above except as otherwise permitted pursuant to this Agreement (including upon the occurrence of a Consenting Stakeholder Termination Event); (iii) negotiate in good faith and use commercially reasonable efforts to execute and deliver 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; (iv) use commercially reasonable efforts to give any required notice, order, instruction, or direction to the applicable Agents that, in the view of the Consenting Stakeholders, is necessary to give effect to the Restructuring Transactions, provided that in no event shall the Consenting Stakeholders be required to provide an indemnity or bear responsibility for any out-of-pocket costs related to any such notice, order, instruction, or direction; (v) use commercially reasonable efforts to obtain any Permits and Consents that are necessary for the Consenting RBL Lenders or Consenting Noteholders to obtain, as applicable, to implement or consummate any part of the Restructuring Transactions; and (vi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement (to the extent applicable) and to coordinate its activities with the other Parties (to the extent practicable and subject to the terms hereof) in respect of all matters concerning the implementation and consummation of the Restructuring Transactions.

Affirmative Commitments. During the Agreement Effective Period, each Consenting Stakeholder Secured Party agrees, severally, and not jointly, in respect of all of its applicable Company Claims, and agrees to cause its subsidiaries and Affiliates, to: (i) 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, in favor of any matter requiring approval to the extent consistent with and necessary to implement the Restructuring Transactions; (ii) refrain from changing, revoking, amending, or withdrawing (or causing such change, revocation, amendment, or withdrawal of) any vote or election referred to in clause (i) above except as otherwise permitted pursuant to this Agreement (including upon the occurrence of a Consenting Stakeholder Termination Event); (iii) negotiate in good faith and use commercially reasonable efforts to execute and deliver 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; (iva) use commercially reasonable efforts to give any required noticesupport, order, instruction, or direction to the applicable Agents that, in the view of the Consenting Stakeholders, is necessary to give effect to the Restructuring Transactions, provided that in no event shall the Consenting Stakeholders be required to provide an indemnity or bear responsibility for any out-of-pocket costs related to any such notice, order, instruction, or direction; (v) use commercially reasonable efforts to obtain any Permits and Consents that are necessary for the Consenting RBL Lenders or Consenting Noteholders to obtain, as applicable, to implement or consummate any part of the Restructuring Transactions; and (vi) negotiate act in good faith faith, and use commercially take all reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement (to the extent applicable) and to coordinate its activities with the other Parties (actions, to the extent practicable and subject to the terms hereof, reasonably necessary to implement and consummate the Transactions in accordance with the terms and conditions set forth in this Agreement, the Transaction Term Sheet, and the Definitive Documents, to effectuate the Transactions (including consents and/or waivers with respect to any Company Claims contemplated hereby and thereby); (b) negotiate in respect good faith the applicable Definitive Documents and use commercially reasonable efforts to (i) agree to the form and substance of all matters concerning such Definitive Documents consistent with the implementation terms of this Agreement and consummation (ii) execute, deliver, perform its obligations under, implement, and consummate the transactions contemplated by the Definitive Documents that are consistent with this Agreement to which it is or is required to be a party; (c) after the Agreement Effective Date, (i) complete the preparation of each of the Restructuring Definitive Documents necessary to implement the Transactions in collaboration with the Company, and (ii) provide each such Definitive Document to, and afford a reasonable opportunity for comment and review of each such Definitive Document by, counsel to the Company (as set forth in Section 13.05 of this Agreement) as soon as reasonably practicable; and (d) support and take all actions reasonably necessary or reasonably requested by the Company to confirm such Consenting Secured Party’s support for the Transactions.

Affirmative Commitments. During Except as set forth in Section 6, during the Agreement Effective Period, each of the Consenting Stakeholder Noteholders agrees, severally, and not neither jointly, nor jointly and severally, in respect of all of its Company Claims, to the extent permitted by Law and subject to the other terms hereof, to: (ia) vote support, approve, implement, and exercise cooperate with each of the Parties, and use commercially reasonable efforts to take all actions reasonably necessary or reasonably requested by any other Party to facilitate the implementation and consummation of the Recapitalization Transaction in accordance with this Agreement and the Term Sheet, including voting and exercising any powers or rights available to it (including pursuant to any Scheme, in any board, shareholders’, creditors’, or creditorsnoteholders’ meeting or in any process requiring voting voting, approval, or approval any action to which they are legally entitled to participate) ), in each case, in favor of any matter requiring approval voting, approval, or action as solicited in accordance with the Definitive Documents to the extent consistent with and reasonably necessary to implement the Restructuring TransactionsRecapitalization Transaction; (iib) refrain from changing, revoking, amending, or withdrawing (or causing such change, revocation, amendment, or withdrawal of) any vote or election referred to in clause (i) above except as otherwise permitted pursuant to this Agreement (including upon comply with the occurrence of a Consenting Stakeholder Termination Event)Milestones; (iiic) cooperate with the other Parties, and promptly negotiate in good faith and use commercially reasonable efforts to execute agree, execute, deliver, implement, and deliver any appropriate additional or alternative provisions or agreements effectuate the Definitive Documents (to address any legalthe extent provided by Section 3.2) that are consistent in all respects with this Agreement and the Term Sheet, financialas each may be modified, amended, or supplemented in accordance with Section 18 hereof, in form and substance acceptable to the Company Parties, Required SSN Group Members, Required SUN Group Members and the Sponsor (to the extent provided by Section 3.2); (d) to the extent necessary to facilitate the implementation and consummation of the Recapitalization Transaction in accordance with this Agreement and the Term Sheet, use commercially reasonable efforts to cooperate with the Company Parties in obtaining additional support for the Recapitalization Transaction from Existing Noteholders to the extent necessary or desirable to consummate the Recapitalization Transaction; provided that no Consenting Noteholder shall be obligated to incur any out-of-pocket costs in discharging such obligation; provided, further, that, any action taken by a Consenting Noteholder at the written request of the Company Parties pursuant to this Section 5.1(d) shall not constitute a breach by such Consenting Noteholder in any respect of any of its obligations, representations, warranties, or covenants set forth in any Confidentiality Agreement to which Consenting Noteholder is party or Section 18 of this Agreement; (e) give any notice, order, instruction, consent, or direction to any applicable agent, trustee, security agent or security trustee (howsoever defined) under the Existing Documents to the extent necessary to give effect to the Recapitalization Transaction; provided that no Consenting Noteholder shall be required to provide any applicable agent, trustee, security agent or security trustee (howsoever defined) under the Existing Documents or any other Person, with any indemnity or similar undertaking in connection with taking any such action or incur any fees or expenses in connection therewith (beyond any existing indemnity obligations provided for in the Existing Documents); (f) use best efforts to obtain and cooperate with the Company Parties to obtain the regulatory and governmental approval set out in Exhibit E-1, (the “Required Clearance”), and to cooperate with the Company Parties to obtain the consent of the Finance Parties under and as defined in the Glass Africa CTA (the “Required Third-Party Consent”), in each case as are reasonably required to consummate the Recapitalization Transaction, including but not limited to the Buyout, the SUN Equitization and/or the PIK Equitization, including by submitting all necessary notices, applications or other documentation necessary to obtain the Required Clearance promptly after the Agreement Effective Date and responding to all communications, orders and requests for information from any applicable regulator promptly following receipt; provided that no Consenting Noteholder shall be obligated to incur any out-of-pocket costs in discharging such obligations nor initiate, join, participate in or pursue a legal proceeding or action or threaten to do so; provided further that the Consenting Noteholders shall (i) provide drafts of any notifications, submissions and responses therefore to made in respect of the Required Clearance (including for these purposes any request for guidance in respect of the necessity for the Required Clearance, and the Consenting Noteholders agree that wherever practicable the lawyers for the Company shall be able to participate in any conversation with the relevant US antitrust authority when making any such request) and afford reasonable opportunity for comment and review of each such document by, the Company Advisors and Sponsor Advisors (including using commercially reasonable efforts to ensure that the Company Advisors and Sponsor have at least five (5) Business Days to review such document, and to take into account all reasonable comments received from the Company Advisors and Sponsor Advisors on such drafts, in each case in advance of any filing, execution, distribution, or use (as applicable) thereof); and (ii) promptly notify the Company Advisors and Sponsor Advisors (and provide copies or, in the case of non-written communications, details) of any material communications with any regulator relating to the Required Clearance subject to any laws on information exchange (and where appropriate on an external-counsel-to-external-counsel basis only); (g) provide to the Company Advisors and Sponsor Advisors timely updates regarding the status of obtaining the Required Clearance, if any, and any other information related thereto as reasonably requested by the Company Advisors and Sponsor Advisors (electronic mail shall suffice); (h) commit to (i) participate in the Recapitalization Transaction, (ii) tender for exchange in any SSN Exchange Offer (and, if applicable, any exchange offer with respect to the Existing SUNs and Existing PIK Notes) on or prior to the Expiration Time, and in each case not withdraw, all of the Existing SSNs, Existing SUNs, and Existing PIK Notes beneficially owned by such Consenting Noteholder on or prior to the Expiration Time, and (iii) in connection with its tender of such Existing SSNs, Existing SUNs, and Existing PIK Notes (as applicable), affirmatively participate in any Consent Solicitations; provided that, notwithstanding anything to the contrary in this Agreement, no Consenting Noteholder shall be obligated to waive any condition to the consummation of any part of the Recapitalization Transaction set forth in any Definitive Document, including the conditions precedent set forth in this Agreement; (i) inform the Company Advisors and Sponsor Advisors as soon as reasonably practicable (and in any event within two (2) Business Days of such actual knowledge) after becoming aware of any and each instance of the following (to the extent (x) not previously disclosed to the Company Advisors and Sponsor Advisors prior to the Execution Date or (y) the Company is not already copied on any of the following provided that, if so copied, the Company is permitted to and agrees that it will disclose the following to the Sponsor and the Sponsor Advisors): (i) the occurrence, or failure to occur, of any event of which any Consenting Noteholder has knowledge, where the occurrence or failure to occur of any such event would be reasonably likely to permit any Party to terminate, or would result in the termination of, this Agreement, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required in connection with the transactions contemplated by the Recapitalization Transaction, (iii) receipt of any written notice from any Governmental Body or regulatory body regarding any approval necessary to consummate the Recapitalization Transaction, (iv) any notice of any commencement of any proceeding commenced against any of the Company Parties, Consenting Noteholders or Sponsor relating to or involving or otherwise reasonably affecting in any material respect the Recapitalization Transaction, (v) whether the relevant Consenting Noteholder has commenced Permitted Contingency Planning with any other Person and (if applicable) whether such (or any subsequent) Permitted Contingency Planning was with any Company Party, the Shareholder, the Sponsor, any member of the SSN Group and/or any member of the SUN Group (for the avoidance of doubt, the relevant Consenting Noteholder shall not be required to disclose any other details regarding the relevant Permitted Contingency Planning); (vi) a breach of this Agreement by any Party (including a breach by any Consenting Noteholder), (vii) any representation or statement that it made under this Agreement which it had actual knowledge to have been incorrect in any material respect when made and which has a material impact on the implementation and consummation of the Recapitalization Transaction, and (viii) the occurrence or existence of any event that shall have made any of the conditions precedent set forth in Section 17 herein incapable of being satisfied prior to the Outside Date; (j) to the extent any legal or structural impediment that may impediments arise that would prevent, hinder, impede, delay, or are necessary to effectuate delay the consummation ofof the Recapitalization Transaction, the Restructuring Transactions; (ivi) use all commercially reasonable efforts to give eliminate any required noticesuch impediment, orderincluding notifying the Company Advisors and Sponsor Advisors of any material governmental or third-party complaints, instructionlitigations, investigations, or direction hearings related to the Recapitalization Transaction and (ii) negotiate with the other Parties, subject to applicable Agents thatLaws and regulations, in good faith appropriate additional or alternative provisions to eliminate any such impediments; provided that (A) the view material terms of the Recapitalization Transaction as contemplated herein and in the Term Sheet shall be substantially preserved and (B) the additional or alternative provisions cannot have a material and adverse impact on the Company Parties, Consenting StakeholdersNoteholders, is necessary to give effect to Sponsor and/or Shareholder in the Restructuring Transactions, Recapitalization Transaction; provided that in no event Consenting Noteholder shall the Consenting Stakeholders be required obligated to provide an indemnity or bear responsibility for incur any out-of-pocket costs related in discharging such obligations nor initiate, join, participate in or pursue a legal proceeding or action or threaten to any such notice, order, instruction, or directiondo so; (vk) use commercially reasonable endeavors to (i) complete the preparation, as soon as practicable after the Agreement Effective Date, of each of the Definitive Documents for which it is responsible, (ii) provide each of such Definitive Documents to, and afford reasonable opportunity for comment and review of each of such Definitive Documents by, the Company Advisors and Sponsor Advisors (to the extent provided by Section 3.2) (including using commercially reasonable efforts to ensure that the Company Advisors and Sponsor Advisors have at least five (5) Business Days to review such Definitive Documents in advance of any filing, execution, distribution, or use (as applicable) thereof), and (iii) in accordance with Section 3, obtain the written consent (with email from counsel being sufficient) of the Company Parties and Sponsor to the form and substance of each of such Definitive Documents to which they respectively have a right of approval pursuant to Section 3; (l) solely with respect to Consenting Noteholders that are engaged as a party in any Relevant Litigation (including the New York Litigation), to take all actions required to stay that Relevant Litigation, including all deadlines therein, in each case, as set forth in Exhibit F, for the duration of the Agreement Effective Period, and upon the Closing Date, execute and file a voluntary discontinuance, with prejudice, of any ongoing Relevant Litigation (including the New York Litigation); (m) use commercially reasonable efforts to obtain satisfy any Permits and Consents that are necessary for the Consenting RBL Lenders or Consenting Noteholders to obtain, as applicable, to implement or consummate any part conditions under each of the Restructuring Transactions; andDefinitive Documents to which it is party; (vin) negotiate subject to Section 6(f)(iv), support petitions or applications to any court, in good faith each case which are contemplated by the Term Sheet or this Agreement or which are reasonably necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Recapitalization Transaction including pursuant to any Scheme in accordance with the Definitive Documents (pursued in accordance with the terms and conditions of this Agreement); (o) vote (for itself or by proxy) all of the Existing Notes it beneficially owns to support any Scheme; (p) solely with respect to any Repo Financing Arrangement held by any Consenting Noteholder: (i) provide the Company with information on the Company Claims subject to any Repo Financing Arrangement in a reasonable level of detail, which shall include the value of the Company Claims subject to the Repo Financing Arrangement and nature of the Repo Financing Arrangement; (ii) use commercially reasonable efforts to execute ensure that any third party counterparty to such Repo Financing Arrangement complies in all respects with the terms and implement conditions of this Agreement, including, without limitation, with respect to the execution of any Definitive Document (as applicable) and the participation of any such Repo Financing Arrangement in the Recapitalization Transaction; and (iii) as soon as it becomes apparent that the relevant third party counterparty to a Repo Financing Arrangement cannot comply in all respects with the terms and conditions of this Agreement, including, without limitation, with respect to the execution of any Definitive Document (as applicable) and the participation of any such Repo Financing Arrangement in the Recapitalization Transaction, that Consenting Noteholder has requested the Existing Notes subject to that Repo Financing Arrangement to be returned by the counterparty of the Repo Financing Arrangement; (q) if the whole or any part of the Recapitalization Transaction is implemented by way of a Scheme, acknowledges and submits to the jurisdiction of the Court in respect of such Scheme to give effect to the Recapitalization Transaction pursuant to any Scheme in accordance with the Definitive Documents (pursued in accordance with the terms and conditions of this Agreement); and (r) to the extent any Consenting Noteholder is party to a Repo Financing Arrangement in respect of any Company Claims, to inform the Company Advisors as soon as reasonably practicable (and in any event within two (2) Business Days of such actual knowledge) after becoming aware that are consistent it would be unable to recover the Repo Financing Arrangement that it has entered into with the counterparty of the Repo Financing Arrangement (pursuant to Section 6(m)(i)) within 10 Business Days of the date of this Agreement (to or in the extent applicable) and to coordinate its activities with the other Parties (to the extent practicable and subject to the terms hereof) in respect case of all matters concerning the implementation and consummation an Additional Consenting Noteholder, within 10 Business Days of the Restructuring Transactionsdate of its accession to this Agreement), provided that, Consenting Noteholders shall not be obligated to incur any out-of-pocket costs, nor shall be obligated to initiate, join, participate in or pursue a legal proceeding or action or threaten to do so, in each case, to discharge any commitments set forth in this Section 5.1.