Common use of Affirmative Commitments Clause in Contracts

Affirmative Commitments. During the Agreement Effective Period, each Consenting Stakeholder and, as applicable, each Shareholder agrees to: (i) support the Restructuring Transactions 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 in favor of any matter requiring approval to the extent 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 Brazilian Bankruptcy Law and 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 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 date of any such modification) a material adverse effect on the rights of the Consenting Stakeholders without the prior written consent of the Consenting Stakeholders in accordance with Section 12; provided, however, that 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 the Brazilian RJ Proceeding if this Agreement is terminated with respect to such Party; (iii) support, not oppose and, as applicable under the laws of such ancillary jurisdiction, express approval for recognition of, the Brazilian RJ Proceeding (or other relief as requested by the Filing Entities) in the Ancillary Proceedings as reasonably necessary or appropriate to give effect to or aid in the consummation of the Plan or entry of the Recognition Orders; (iv) give any notice, order, instruction, or direction to the applicable Agents necessary to give effect to the Restructuring Transactions; (v) negotiate in good faith and use commercially reasonable efforts to execute and implement the Restructuring Documents that are consistent with this Agreement to which it is required to be a party; (vi) 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 written notice at least two (2) Business Days prior to any withdrawal of all or any portion of the deposited Shareholder Contribution funds; and (vii) solely with respect to each Consenting Lender, permit the Filing Entities to use the Cash Collateral, but only to the extent expressly permitted under, and subject to the terms and conditions set forth in the Cash Collateral Agreements.

Affirmative Commitments. During the Agreement Effective Period, each Consenting Stakeholder andCreditor, as applicableon a several and not joint basis, each Shareholder agrees agrees, in respect of all its Company Claims/Interests, to: (ia) support the Restructuring Transactions and vote or consent, to the extent applicable, and exercise any voting or consent 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 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 Brazilian Bankruptcy Law and subject to any other restrictions imposed by applicable law, (Ab) vote or cause to be voted all claims eligible to vote on the Plan under the Brazilian Bankruptcy Law that it, as each of the Execution Date or later, holds, controls or has the ability to control (the “Eligible its Company Claims”) /Interests to accept the Plan by casting delivering its vote at the Creditors’ General Meeting, if any, including by submitting all necessary papers, authorizations, proxies duly executed 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, completed ballot accepting the Plan shall be substantially consistent with on a timely basis following 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 commencement of the date of any such modification) a material adverse effect on the rights solicitation of the Consenting Stakeholders without the prior written consent Plan and its actual receipt of the Consenting Stakeholders in accordance with Section 12; provided, however, that 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 Disclosure Statement and any Party from freely voting its Claims (accepting or rejecting the Plan) with respect to the Brazilian RJ Proceeding if this Agreement is terminated with respect to such Partyrelated Solicitation Materials; (iiic) support, to the extent it is permitted to elect whether to opt in or not oppose and, as applicable under the laws of such ancillary jurisdiction, express approval for recognition of, the Brazilian RJ Proceeding (or other relief as requested by the Filing Entities) in the Ancillary Proceedings as reasonably necessary or appropriate to give effect to or aid in the consummation opt out of the Plan Releases, elect to opt into or entry not to opt out of (as applicable) the Recognition OrdersPlan Releases by timely delivering its duly executed and completed ballot(s) or other documents indicating such election; (ivd) provided that such documents are consistent with this Agreement, consummate the transactions contemplated by the Plan, the Disclosure Statement and the Solicitation Materials; (e) without incurring any out of pocket costs (other than those costs that are reimbursable by the Company Parities hereunder) or providing anything in the nature of an indemnity, negotiate in good faith to enter into any necessary forbearance, waiver or amendment agreement, and give any notice, order, instruction, instruction or direction to the applicable Agents trustee and/or agent under the applicable Finance Documents, in each case as necessary to implement or give effect to the Restructuring Transactions; provided, that no Consenting Creditor shall be required hereunder to provide any agent or trustee or other Person under any applicable Finance Documents with any additional indemnities or similar undertakings in connection with taking any such action; (vf) without incurring any out of pocket costs (other than those costs that are reimbursable by the Company Parties hereunder) or providing anything in the nature of an indemnity to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, cooperate with the Company Parties in taking all steps reasonably necessary to address any such legal or structural impediment; (g) notify counsel to the Company Parties in writing as promptly as reasonably practicable (and in any event within three Business Days after obtaining actual knowledge thereof) of (A) any material, uncured breach by such Consenting Creditor in any respect of any of its obligations, representations, warranties or covenants set forth in this Agreement or (B) the occurrence of a Termination Event pursuant to Section 11; and (h) negotiate in good faith faith, and use commercially reasonable efforts to execute and implement implement, the Restructuring Definitive Documents that are to which it will be a party in a manner consistent with this Agreement to which it is required to be a party; (vi) 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 written notice at least two (2) Business Days prior to any withdrawal of all or any portion of the deposited Shareholder Contribution funds; and (vii) solely with respect to each Consenting Lender, permit the Filing Entities to use the Cash Collateral, but only to the extent expressly permitted under, and subject to the terms and conditions set forth in the Cash Collateral Agreements.