Common use of Modification and Amendments Clause in Contracts

Modification and Amendments. Except as otherwise specifically provided in the Plan, the Debtors reserve the right to modify the Plan as to material terms and seek Confirmation consistent with the Bankruptcy Code, provided, however, that any such modifications shall be in form and substance acceptable to the Consenting Noteholders. Each of the Debtors expressly reserves its respective rights to revoke or withdraw, or, to alter, amend, or modify materially the Plan with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan, subject to (i) certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan and (ii) any such alteration, amendment or modification being acceptable to the Consenting Noteholders. A Holder of a Claim or Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Equity Interest of such Holder. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with this Article XI. For the avoidance of doubt, the foregoing shall not effect a waiver of any rights that any party may have with respect to modification of the Plan under section 1127 of the Bankruptcy Code. Upon its Filing, the Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the Bankruptcy Court’s website at [xxx.xxx.uscourts.gov/], and at the website of the Debtors’ notice, claims, and balloting agent at [xxx.xxxxxx.xxx/xxxxxxx]. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation Order.

Modification and Amendments. Except as otherwise specifically provided in the Plan, the Debtors Debtors, with the reasonable consent of the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, reserve the right to modify the Plan as to Plan, whether such modification is material terms or immaterial, and seek Confirmation consistent with the Bankruptcy Code, ; provided, however, that to the extent any such modifications amendments will affect the nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders they shall be satisfactory to such Holders.. Subject to certain restrictions and requirements set forth in form section 1127 of the Bankruptcy Code and substance acceptable to Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Consenting Noteholders. Each Plan, each of the Debtors expressly reserves its respective rights to revoke or withdraw, or, with the reasonable consent of the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, to alter, amend, or modify materially the Plan with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary, necessary may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan; provided, subject however, that to (i) certain restrictions and requirements set forth in section 1127 the extent any such amendments will affect the nature, value, or form of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan and (ii) any such alteration, amendment or modification being acceptable recovery to the Consenting Noteholders. A Holder of a Claim or Equity Interest that has accepted the Plan Ad Hoc 8.625% Noteholders and JPMorgan Noteholders they shall be deemed satisfactory to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Equity Interest of such Holder. Holders.. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with this Article XI. For the avoidance of doubt, the foregoing shall not effect a waiver of any rights that any party may have with respect to modification of the Plan under section 1127 of the Bankruptcy Code. Upon its Filing, the Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the Bankruptcy Court’s website at [xxx.xxx.uscourts.gov/], and at the website of the Debtors’ notice, claims, and balloting agent at [xxx.xxxxxx.xxx/xxxxxxx]. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation Order.X.

Modification and Amendments. Except as otherwise specifically provided Subject to the consent of the Plan Sponsors and any other applicable consent rights set forth in the PlanPlan Support Agreement, the Debtors reserve the right to modify the Plan as to material terms and seek Confirmation consistent with the Bankruptcy Code and the Bankruptcy Rules and, as appropriate, not resolicit votes on such modified Plan. Subject to the consent of the Plan Sponsors and any other applicable consent rights set forth in the Plan Support Agreement and subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code, providedBankruptcy Rule 3019, howeverand those restrictions on modifications set forth in the Plan, that any such modifications shall be in form and substance acceptable to the Consenting Noteholders. Each of the Debtors expressly reserves its respective reserve their rights to revoke or withdraw, or, to alter, amend, or modify materially the Plan with respect to such Debtor, one or more times, times after Confirmation, Confirmation and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan, subject . The Debtors have the right to (i) certain restrictions and requirements set forth in section 1127 amend the treatment of any Class under the Plan other than Class 7 General Unsecured Claims as permitted by the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan and (ii) Rules; provided, that any such alteration, amendment or modification being acceptable shall not adversely affect in any way the recovery to the Consenting Noteholders. A Holder of a Claim or Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Equity Interest of such Holder. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with this Article XI. For the avoidance of doubt, the foregoing shall not effect a waiver of any rights that any party may have with respect to modification of the Plan under section 1127 of the Bankruptcy Code. Upon its Filing, the Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the Bankruptcy Court’s website at [xxx.xxx.uscourts.gov/], and at the website of the Debtors’ notice, claims, and balloting agent at [xxx.xxxxxx.xxx/xxxxxxx]. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation OrderClass 7 General Unsecured Claims.

Modification and Amendments. Except Subject to the Plan Support Agreement, the New EFH/EFIH Plan Support Agreement, the Merger Agreement and the Plan Sponsor’s consent (as otherwise specifically provided described below), each of the Debtors, including, in the Plancase of any Conflict Matter between any Debtors, each Debtor acting at the Debtors reserve direction of its respective Disinterested Director or Manager and without the consent of any other Debtor, reserves the right to modify the Plan as Plan, one or more times, before Confirmation, whether such modification is material or immaterial, and to material terms and seek Confirmation consistent with the Bankruptcy Code. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, providedeach of the Debtors, howeverincluding, that in the case of any such modifications shall be in form and substance acceptable to the Consenting Noteholders. Each Conflict Matter between any Debtors, each of the Debtors acting at the direction of its respective Disinterested Director or Manager and without the consent of any other Debtor, expressly reserves its respective rights to revoke or withdraw, or, to alter, amend, or modify materially the Plan with respect to such DebtorPlan, one or more times, after Confirmation, Confirmation and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, including with respect to such modifications. Any alteration, amendment, or modification to the Plan shall be in such matters as may be necessary to carry out accordance with the purposes Plan Support Agreement and intent of the Plan, subject New EFH/EFIH Plan Support Agreement and in form and substance reasonably acceptable to (i) certain restrictions and requirements set forth in section 1127 the Plan Sponsor (both with respect to (a) the Plan of the Bankruptcy Code EFH Debtors and Bankruptcy Rule 3019 and those restrictions on modifications set forth EFIH Debtors, it being understood that it shall be reasonable for the Plan Sponsor to deem unacceptable any alteration, amendment, or modification that (1) results in the imposition or reinstatement of any Claim against or Interest in the Reorganized EFH Debtors, the Reorganized EFIH Debtors, the Plan Sponsor, or any Affiliate of the Plan Sponsor or (2) alters any consent right in favor of the Reorganized EFH Debtors, the Reorganized EFIH Debtors, the Plan Sponsor, or any Affiliate of the Plan Sponsor, and (b) the Plan of the TCEH Debtors and EFH Shared Services Debtors, but only to the extent that such alteration, amendment, or modification affects the rights or liabilities of the Reorganized EFH Debtors, the Reorganized EFIH Debtors, the Plan Sponsor, or any Affiliate of the Plan Sponsor), (ii) any such alterationthe TCEH Supporting First Lien Creditors (with respect to the Plan of the TCEH Debtors and EFH Shared Services Debtors), amendment or modification being and (iii) the DIP Agents (and solely with respect to the repayment of the DIP Facilities, acceptable to the Consenting NoteholdersDIP Agents). A Holder of a Claim or Equity Interest that has accepted The Debtors may not amend the Plan shall be deemed to have accepted in a manner inconsistent with the Plan, as altered, amended or modified, if EFH/EFIH Committee Settlement without the proposed alteration, amendment or modification does not materially and adversely change the treatment prior consent of the Claim or Equity Interest of such Holder. Any such modification or supplement shall be considered a modification of EFH/EFIH Committee and the Plan and shall be made in accordance with this Article XI. For the avoidance of doubt, the foregoing shall not effect a waiver of any rights that any party may have with respect to modification of the Plan under section 1127 of the Bankruptcy Code. Upon its Filing, the Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the Bankruptcy Court’s website at [xxx.xxx.uscourts.gov/], and at the website of the Debtors’ notice, claims, and balloting agent at [xxx.xxxxxx.xxx/xxxxxxx]. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation OrderEFH Notes Trustee.

Modification and Amendments. Except as otherwise specifically provided in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to modify the Plan as to Plan, whether such modification is material terms or immaterial, and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to those restrictions on modifications set forth in the Plan and the requirements of section 1127 of the Bankruptcy Code, providedRule 3019 of the Federal Rules of Bankruptcy Procedure, howeverand, that any such modifications shall be in form and substance acceptable to the Consenting Noteholders. Each extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each of the Debtors expressly reserves its respective rights to revoke or withdraw, or, or to alter, amend, or modify materially the Plan with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary, necessary may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan; provided, subject to that any modification or amendment that affects in any way (i) certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in Credit Agreement Secured Parties, the Plan and (ii) any such alterationCredit Agreement Documentation, amendment or modification being acceptable to the Consenting Noteholders. A Holder of a Claim or Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim Revolving Credit Facility Claims, the Secured Swap Claims, or Equity Interest the Term Loan Claims shall require the consent of such Holder. Any such the Credit Agreement Agent, (ii) the DIP Secured Parties, the DIP Loan Documents, or the treatment of the DIP Facility Claims shall require the consent of the DIP Agent, (iii) [the Senior Noteholders or the Senior Notes Documentation shall require the consent of the Senior Notes Trustee, or (iv)] the Exit RBL/Term Loan A Facility Secured Parties, the Exit Term Loan B Facility Secured Parties, or the Exit Facility Documentation shall require the consent of the applicable Exit Facility Agent; provided, further, that so long as the Plan Support Agreement has not been terminated as to the Ad Hoc Term Loan Lender Group any modification or supplement shall be considered a amendment that directly affects the Ad Hoc Term Loan Lender Group, including any modification or amendment to Article III.B.4 (including the treatment described therein or any defined terms used therein or applicable thereto) or Article IX of the Plan and shall be made in accordance with this Article XI. For the avoidance of doubt, the foregoing shall not effect a waiver of any rights that any party may have (solely with respect to modification those conditions precedent that require the written consent of the Plan under section 1127 Required Ad Hoc Term Loan Lender Group to waive), shall require the consent of the Bankruptcy Code. Upon its Filing, the Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the Bankruptcy Court’s website at [xxx.xxx.uscourts.gov/], and at the website of the Debtors’ notice, claims, and balloting agent at [xxx.xxxxxx.xxx/xxxxxxx]. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation OrderRequired Ad Hoc Term Loan Lender Group.

Modification and Amendments. Except as otherwise specifically provided in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to modify the Plan as to Plan, whether such modification is material terms or immaterial, and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to those restrictions on modifications set forth in the Plan and the requirements of section 1127 of the Bankruptcy Code, providedRule 3019 of the Federal Rules of Bankruptcy Procedure, howeverand, that any such modifications shall be in form and substance acceptable to the Consenting Noteholders. Each extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each of the Debtors expressly reserves its respective rights to revoke or withdraw, or, or to alter, amend, or modify materially the Plan with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary, necessary may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan; provided, subject to that any modification or amendment that affects in any way (i) certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in Credit Agreement Secured Parties, the Plan and (ii) any such alterationCredit Agreement Documentation, amendment or modification being acceptable to the Consenting Noteholders. A Holder of a Claim or Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim Revolving Credit Facility Claims, the Secured Swap Claims, or Equity Interest the Term Loan Claims shall require the consent of such Holder. Any such the Credit Agreement Agent, (ii) the DIP Secured Parties, the DIP Loan Documents, or the treatment of the DIP Facility Claims shall require the consent of the DIP Agent, (iii) the Senior Noteholders or the Senior Notes Documentation shall require the consent of the Senior Notes Trustee, or (iv) the Exit RBL/Term Loan A Facility Secured Parties, the Exit Term Loan B Facility Secured Parties, or the Exit Facility Documentation shall require the consent of the applicable Exit Facility Agent; provided, further, that so long as the Plan Support Agreement has not been terminated as to the Ad Hoc Term Loan Lender Group any modification or supplement shall be considered a amendment that directly affects the Ad Hoc Term Loan Lender Group, including any modification or amendment to Article III.B.4 (including the treatment described therein or any defined terms used therein or applicable thereto) or Article IX of the Plan and shall be made in accordance with this Article XI. For the avoidance of doubt, the foregoing shall not effect a waiver of any rights that any party may have (solely with respect to those conditions precedent that require the written consent of the Required Ad Hoc Term Loan Lender Group to waive), shall require the consent of the Required Ad Hoc Term Loan Lender Group; provided, further, that so long as the Plan Support Agreement has not been terminated as to the Consenting Senior Noteholders, any modification or amendment to Article IX of the Plan under section 1127 (solely with respect to those conditions precedent that require the written consent of the Bankruptcy Code. Upon its Filing, Required Consenting Senior Noteholders to waive) shall require the Plan Supplement may be inspected in the office consent of the clerk of the Bankruptcy Court or its designee during normal business hours, at the Bankruptcy Court’s website at [xxx.xxx.uscourts.gov/], and at the website of the Debtors’ notice, claims, and balloting agent at [xxx.xxxxxx.xxx/xxxxxxx]. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation OrderRequired Consenting Senior Noteholders.

Modification and Amendments. Except as otherwise specifically provided in Subject to the Planlimitations contained herein, the Debtors Debtors, with the consent of the Committee, the Supporting Noteholders, the Purchaser, (solely with respect to any document, schedule, or exhibit that affects the rights of the PoJo Parties) the PoJo Parties, and EIX (solely with respect to any document, schedule, or exhibit inconsistent with, or implementing, the EIX Settlement Agreement) reserve the right to modify the Plan as to material terms and seek Confirmation consistent with the Bankruptcy CodeCode and, providedas appropriate, howevernot resolicit votes on such modified Plan; provided that, that any such modifications shall be in form subject to Article III.A of the Plan, the Debtors reserve the right, after consultation with the Committee, the Supporting Noteholders, and substance acceptable EIX to (1) withdraw the Plan with respect to the Consenting Noteholders. Each Xxxxx City Debtors at their sole discretion, (2) seek to dismiss the Chapter 11 Cases of the Xxxxx City Debtors, and/or (3) seek to convert the Chapter 11 Cases of the Xxxxx City Debtors to cases under chapter 7 of the Bankruptcy Code. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors, subject to the reasonable consent of the Committee, the Supporting Noteholders, the Purchaser, and EIX (solely with respect to terms inconsistent with, or implementing, the EIX Settlement Agreement), expressly reserves its respective reserve their rights to revoke or withdraw, or, to alter, amend, or modify materially the Plan with respect to such Debtorthe Debtors, one or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan, subject to (i) certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan and (ii) any such alteration, amendment or modification being acceptable to the Consenting Noteholders. A Holder of a Claim or Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Equity Interest of such Holder. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with this Article XI. For the avoidance of doubt, the foregoing shall not effect a waiver of any rights that any party may have with respect to modification XI of the Plan under section 1127 of the Bankruptcy Code. Upon its Filing, the Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the Bankruptcy Court’s website at [xxx.xxx.uscourts.gov/], and at the website of the Debtors’ notice, claims, and balloting agent at [xxx.xxxxxx.xxx/xxxxxxx]. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation OrderPlan.