Common use of Definitive Documentation Clause in Contracts

Definitive Documentation. The definitive documents and agreements governing the Alternative E-Side Plan and all transactions contemplated by this Agreement (collectively, the “Alternative E-Side Restructuring Documents”) shall include: (a) the motion to approve (i) the EFH/ EFIH Debtors entry into, and performance under, this Agreement, and (ii) the Merger Agreement, related agreements, and the terms thereof, including, among other things, (x) the Termination Fee (as set forth and defined in the Merger Agreement) in favor of NEE, and (y) the EFH/EFIH Debtors’ performance of their obligations thereunder (the foregoing (i) and (ii), collectively, the “PSA and Merger Approval Motion”); (b) the order of the Bankruptcy Court approving the PSA and Merger Approval Motion (the “PSA and Merger Approval Order”); (c) the Alternative E-Side Plan and each document or agreement contemplated in connection with consummation of the Alternative E-Side Plan, including the Merger Agreement and all related agreements contemplated by the foregoing; (d) the Alternative E-Side Disclosure Statement and the other solicitation materials in respect of the Alternative E-Side Plan (collectively, the “Alternative E-Side Solicitation Materials”), and the order entered by the Bankruptcy Court approving the Alternative E-Side Solicitation Materials as containing “adequate information” as required by section 1125 of the Bankruptcy Code (the “

Definitive Documentation. The definitive documents and agreements governing the Alternative E-Side Plan and all transactions contemplated by this Agreement (collectively, the “Alternative E-Side Restructuring Documents”) shall include: (a) the motion to approve (i) the EFH/ EFIH Debtors entry into, and performance under, this Agreement, and (ii) the ii)the Merger Agreement, related agreements, and the terms thereof, including, among other things, (x) the Termination Fee (as set forth and defined in the Merger Agreement) in favor of NEE, and (y) the EFH/EFIH Debtors’ performance of their obligations thereunder (the foregoing (i) and (ii), collectively, the “PSA and Merger Approval Motion”), which was filed with the Bankruptcy Court on August 3, 2016; (b) the order of the Bankruptcy Court approving the PSA and Merger Approval Motion (the “PSA and Merger Approval Order”); (c) the Alternative E-Side Plan and each document or agreement contemplated in connection with consummation of the Alternative E-Side Plan, including the Merger Agreement and all related agreements contemplated by the foregoing; (d) the Alternative E-Side Disclosure Statement and the other solicitation materials in respect of the Alternative E-Side Plan (collectively, the “Alternative E-Side Solicitation Materials”), and the order entered by the Bankruptcy Court approving the Alternative E-Side Solicitation Materials as containing “adequate information” as required by section 1125 of the Bankruptcy Code (the “

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Alternative E-Side Plan and all transactions contemplated by this Agreement (collectively, the “Alternative E-Side Restructuring Documents”) shall include: : (a) the motion to approve Plan (i) the EFH/ EFIH Debtors entry intoand all schedules, exhibits and performance under, this Agreement, and (ii) the Merger Agreement, related agreements, and the terms thereof, including, among other things, (x) the Termination Fee (as set forth and defined in the Merger Agreement) in favor of NEE, and (y) the EFH/EFIH Debtors’ performance of their obligations thereunder (the foregoing (i) and (iisupplements thereto), collectively, the “PSA and Merger Approval Motion”); ; (b) the order of approving and confirming the Bankruptcy Court approving Plan, including the PSA and Merger Approval Motion settlements described therein (the “PSA and Merger Approval Confirmation Order”); ; (c) the Alternative E-Side Plan and each document or agreement contemplated in connection with consummation of the Alternative E-Side Plan, including the Merger Agreement disclosure statement (and all related agreements contemplated by exhibits thereto) with respect to the foregoing; Plan (the “Disclosure Statement”); (d) the Alternative E-Side Disclosure Statement and the other solicitation materials in with respect of to the Alternative E-Side Plan (collectively, the “Alternative E-Side Solicitation Materials”), ; (e) the order approving the Disclosure Statement and the order entered by the Bankruptcy Court approving the Alternative E-Side Solicitation Materials as containing “adequate information” as required by section 1125 of the Bankruptcy Code (the “DS Order”); (f) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and

Definitive Documentation. (a) The definitive documents and agreements governing the Alternative E-Side Plan and all transactions contemplated by this Agreement Restructuring Transactions (collectively, the “Alternative E-Side Restructuring DocumentsDefinitive Documentation”) shall include: (a) the motion to approve (i) the EFH/ EFIH Debtors entry intoPlan (and all exhibits thereto), including any plan supplement documents (including, without limitation, documents identifying the officers and directors of the reorganized Debtors, the governance documents for the reorganized Debtors, and performance under, this Agreement, and any equityholders’ agreements with respect to the reorganized Debtors); (ii) the Merger Agreement, related agreements, and confirmation order with respect to the terms thereof, including, among other things, (x) the Termination Fee (as set forth and defined in the Merger Agreement) in favor of NEE, and (y) the EFH/EFIH Debtors’ performance of their obligations thereunder (the foregoing (i) and (ii), collectively, the “PSA and Merger Approval Motion”); (b) the order of the Bankruptcy Court approving the PSA and Merger Approval Motion Plan (the “PSA and Merger Approval Confirmation Order”); (ciii) the Alternative E-Side Plan and each document or agreement contemplated in connection with consummation of the Alternative E-Side Plan, including the Merger Agreement related disclosure statement (and all related agreements contemplated by exhibits thereto) with respect to the foregoingPlan (the “Disclosure Statement”); (div) the Alternative E-Side Disclosure Statement and the other solicitation materials in with respect of to the Alternative E-Side Plan (collectively, the “Alternative E-Side Solicitation Materials”), and ; (v) an order authorizing the order entered by the Bankruptcy Court approving the Alternative E-Side Solicitation Materials as containing “adequate information” as required by section 1125 assumption of the Bankruptcy Code this Agreement (the “RSA Assumption Order”); (vi) (A) the interim order authorizing use of cash collateral (the “Interim Cash Collateral Order”) and (B) the final order authorizing use of cash collateral (the “Final Cash Collateral Order” and, together with the Interim Cash Collateral Order, the “Cash Collateral Orders”); and (vii) the motions seeking approval of each of the above. (b) The Definitive Documentation identified in Section 3(a) will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including all exhibits hereto) and be in form and substance satisfactory to those Restructuring Support Parties (in their sole discretion) who hold, in aggregate, at least 66.6% in principal amount outstanding of the Second Lien Notes Claims held by the Restructuring Support Parties (the “Majority Restructuring Support Parties”).