Definitive Documents; Good Faith Cooperation. (a) Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall, exercise commercially reasonable efforts with respect to the pursuit, approval, negotiation, execution, delivery, implementation and consummation of the Approved Plan and the Restructuring Transactions (solely with respect to the Backstop Shareholders and Lan Cargo S.A., subject to obtaining the Subsequent Approvals), as well as the negotiation, drafting, execution, as applicable, and delivery of the Restructuring Documents, which will, after the Agreement Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement (including, for the avoidance of doubt, the Restructuring Term Sheets attached as Exhibits A-E hereto), and be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Requisite Commitment Creditors and (iii) the Backstop Shareholders.
Definitive Documents; Good Faith Cooperation. (a) The Company and AFG hereby covenant and agree to exercise reasonable best efforts with respect to the pursuit, approval, implementation, and consummation of the Transactions.
Definitive Documents; Good Faith Cooperation. (a) Upon completion or execution, each of the Definitive Documents shall contain terms, conditions, representations, warranties, and covenants materially consistent with the terms of this Agreement, including the Term Sheet. Each of the Definitive Documents shall be in form and substance reasonably acceptable to the Company and the Requisite Consenting Creditors; provided that (i) the Exit Financing Documents, (ii) the DIP Motion, (iii) the DIP Credit Agreement, and (iv) the DIP Orders, shall be in form and substance acceptable to the Requisite Consenting Creditors and reasonably acceptable to the Company; provided, further, that solely to the extent that the Side-Car Lender Consent Right applies to a matter within a Definitive Document, the consent of the Debtors, the Requisite Consenting Creditors, and the Requisite Consenting Side-Car Lenders shall be required with respect to such matter.
Definitive Documents; Good Faith Cooperation. (a) The Parties hereby covenant and agree to cooperate with each other in good faith in connection with, and shall exercise reasonable best efforts with respect to, the pursuit, approval, implementation, and consummation of the Rehabilitation Exit Transactions, as well as the negotiation, drafting, execution, and delivery of the Definitive Documents.
Definitive Documents; Good Faith Cooperation. (a) The Parties hereby covenant and agree to cooperate with each other in good faith in connection with, and shall exercise reasonable best efforts with respect to, the pursuit, approval, implementation, and consummation of the Rehabilitation Exit Transactions, as well as the negotiation, drafting, execution, and delivery of the Definitive Documents. (b) The Parties hereby covenant and agree to use commercially reasonable efforts to complete the negotiation and drafting of the forms of the Definitive Documents, which shall be reasonably satisfactory to each Party, on or prior to the date the Rehabilitator files a motion in the Rehabilitation Court seeking entry of the Approval Order. (c) The Parties hereby covenant and agree not to (i) object to, delay, impede, or commence any proceeding pertaining to, or take any other action to interfere, directly or indirectly, in any material respect with the acceptance or implementation of, the Rehabilitation Exit Transactions; (ii) encourage or support any person or entity to do any of the foregoing, or (iii) in the case of any Holder, exercise any rights under any agreement with the Company or the Segregated Account, including, but not limited to, the Fiscal Agency Agreement, or instruct any other party to exercise any such rights, except as consistent with this Agreement. (d) Following the consummation of the Rehabilitation Exit Transactions and until the earlier of (i) June 8, 2020 and (ii) the date on which at least 25% of the principal amount of Remaining Senior Surplus Notes are no longer outstanding, Parent shall hold and not sell Remaining Senior Surplus Notes which, as of June 30, 2017, have an aggregate of $60 million of principal amount and accrued and unpaid interest outstanding. This Section 3(d) shall survive consummation of the Rehabilitation Exit Transactions. (e) The Parties hereby covenant and agree to use commercially reasonable efforts to cooperate with and facilitate any reasonable procedures adopted by the Joining Holder Agent to track transfers of Deferred Amounts and Senior Surplus Notes and collect signature pages to joinder agreements pursuant to Section 6 hereof. Section 4.
