Common use of Definitive Documents With Respect to the Restructuring Transactions Clause in Contracts

Definitive Documents With Respect to the Restructuring Transactions. The definitive documents and agreements governing the Plan and Restructuring Transactions (collectively, the “Definitive Restructuring Documents”) shall include: (a) (i) the Settlement Agreement, (ii) the motion to approve the Claims Settlement, the Debtors’ entry into the Settlement Agreement, and the Debtors’ performance of their obligations thereunder (the “Settlement Motion”), and (iii) the order of the Bankruptcy Court approving the relief requested in the Settlement Motion (the “Settlement Order”); (b) the motion to approve the Debtors’ entry into and performance under this Agreement, and the order of the Bankruptcy Court approving the Debtors’ entry into and performance under this Agreement (the “PSA Approval Order”), which may only be entered following entry of the Amended Cash Collateral Order (as defined in Section 10 of this Agreement) by the Bankruptcy Court, unless otherwise agreed by the Debtors; (c) the motion to approve the Backstop Agreement, the Merger Agreement, and related agreements, and the Debtors’ performance of their obligations thereunder (the “Approval Motion”) and the order of the Bankruptcy Court approving the relief requested in the Approval Motion (the “Approval Order”); (d) the Plan and each document or agreement contemplated in connection with consummation of the Plan, including the Backstop Agreement, the Merger Agreement, the Tax Matters Agreement, substantially in the form attached hereto as Exhibit E, and all related agreements contemplated by the foregoing; (e) the order of the Bankruptcy Court confirming the Plan and authorizing all of the transactions and agreements contemplated by the Plan (the “Confirmation Order”); (f) the disclosure statement relating to the Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (the “Solicitation Materials,” which shall include the Disclosure Statement), and the order entered by the Bankruptcy Court approving the Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (g) the Equity Commitment Letter for each Investor Party listed therein; (h) the equity commitment letter of certain of the Fidelity Funds to purchase $500 million of New EFH Common Stock as described in greater detail in Section 10(s) hereof; (i) the materials and procedures for solicitation of the Rights Offering (the “Rights Offering Procedures”), including the registration statement and related documents and materials to be filed with the Securities and Exchange Commission in connection therewith, the motion to approve the Rights Offering Procedures (the “Rights Offering Motion”), and the order of the Bankruptcy Court granting the Rights Offering Motion and approving the Rights Offering Procedures (the “Rights Offering Procedures Order”); (j) the commitment letters with respect to the Reorganized EFIH Debt Facilities (the “Debt Commitment Letters”) and all Reorganized EFIH Debt Documents; (k) the Reorganized TCEH Debt Documents and any commitment letters with respect thereto; (l) the stipulation or other agreement settling the disputes with respect to the EFIH PIK Note Claims of the Consenting EFIH PIK Noteholders (the “EFIH PIK Note Claims Settlement”), attached hereto as Exhibit H, the motion to approve the EFIH PIK Note Claims Settlement, and the order of the Bankruptcy Court approving the EFIH PIK Note Claims Settlement, attached hereto as Exhibit I; (m) the stipulation or other agreement settling the disputes with respect to Claims held by the Fidelity Funds (the “Fidelity Claims Settlement”), attached hereto as Exhibit J, the motion to approve the Fidelity Claims Settlement, and the order of the Bankruptcy Court approving the Fidelity Claims Settlement, attached hereto as Exhibit K; and (n) all other documents that will comprise supplements to the Plan. Certain of the Definitive Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall otherwise be in form and substance reasonably acceptable to the Debtors, the Consenting Interest Holders, the Required Investor Parties, the Required TCEH Creditor Parties, and the TCEH Official Committee; provided, however, that if the proposed terms, conditions, representations, warranties, and covenants of such Definitive Restructuring Document would have a material, disproportionate, and adverse effect on any Party (in any capacity) relative to any other Party, then the consent of each such disproportionately affected Party shall also be required to complete such Definitive Restructuring Document. Each Party agrees that it shall act in good faith and use and undertake all commercially reasonable efforts to negotiate and finalize the terms of the Definitive Restructuring Documents.

Definitive Documents With Respect to the Restructuring Transactions. The definitive documents and agreements governing the Plan and Restructuring Transactions (collectively, the “Definitive Restructuring Documents”) shall include: (a) (i) the Settlement Agreement, (ii) the motion to approve the Claims Settlement, the Debtors’ entry into the Settlement Agreement, and the Debtors’ performance of their obligations thereunder (the “Settlement Motion”), and (iii) the order of the Bankruptcy Court approving the relief requested in the Settlement Motion (the “Settlement Order”); (b) the motion to approve the Debtors’ entry into and performance under this Agreement, and the order of the Bankruptcy Court approving the Debtors’ entry into and performance under this Agreement (the “PSA Approval Order”), which may only be entered following entry of the Amended Cash Collateral Order (as defined in Section 10 of this Agreement) by the Bankruptcy Court, unless otherwise agreed by the Debtors; (c) the motion to approve the Backstop Agreement, the Merger Agreement, and related agreements, and the Debtors’ performance of their obligations thereunder (the “Approval Motion”) and the order of the Bankruptcy Court approving the relief requested in the Approval Motion (the “Approval Order”); (d) the Plan and each document or agreement contemplated in connection with consummation of the Plan, including the Backstop Agreement, the Merger Agreement, the Tax Matters Agreement, substantially in the form attached hereto as Exhibit E, and all related agreements contemplated by the foregoing; (e) the order of the Bankruptcy Court confirming the Plan and authorizing all of the transactions and agreements contemplated by the Plan (the “Confirmation Order”); (f) the disclosure statement relating to the Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Plan (the “Solicitation Materials,” which shall include the Disclosure Statement), and the order entered by the Bankruptcy Court approving the Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (g) the Equity Commitment Letter for each Investor Party listed therein; (h) the equity commitment letter of certain of the Fidelity Funds to purchase $500 million of New EFH Common Stock as described in greater detail in Section 10(s) hereof; (i) the materials and procedures for solicitation of the Rights Offering (the “Rights Offering Procedures”), including the registration statement and related documents and materials to be filed with the Securities and Exchange Commission in connection therewith, the motion to approve the Rights Offering Procedures (the “Rights Offering Motion”), and the order of the Bankruptcy Court granting the Rights Offering Motion and approving the Rights Offering Procedures (the “Rights Offering Procedures Order”); (ji) the commitment letters with respect to the Reorganized EFIH Debt Facilities (the “Debt Commitment Letters”) and all Reorganized EFIH Debt Documents; (kj) the Reorganized TCEH Debt Documents and any commitment letters with respect thereto; (l) the stipulation or other agreement settling the disputes with respect to the EFIH PIK Note Claims of the Consenting EFIH PIK Noteholders (the “EFIH PIK Note Claims Settlement”), attached hereto as Exhibit H, the motion to approve the EFIH PIK Note Claims Settlement, and the order of the Bankruptcy Court approving the EFIH PIK Note Claims Settlement, attached hereto as Exhibit I; (m) the stipulation or other agreement settling the disputes with respect to Claims held by the Fidelity Funds (the “Fidelity Claims Settlement”), attached hereto as Exhibit J, the motion to approve the Fidelity Claims Settlement, and the order of the Bankruptcy Court approving the Fidelity Claims Settlement, attached hereto as Exhibit K; and (nk) all other documents that will comprise supplements to the Plan. Certain of the Definitive Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall otherwise be in form and substance reasonably acceptable to the Debtors, the Consenting Interest Holders, the Required Investor Parties, the Required TCEH Creditor Parties, and the TCEH Official Committee; provided, however, that if the proposed terms, conditions, representations, warranties, and covenants of such Definitive Restructuring Document would have a material, disproportionate, and adverse effect on any Party (in any capacity) relative to any other Party, then the consent of each such disproportionately affected Party shall also be required to complete such Definitive Restructuring Document. Each Party agrees that it shall act in good faith and use and undertake all commercially reasonable efforts to negotiate and finalize the terms of the Definitive Restructuring Documents.