Common use of Retained Causes of Action Clause in Contracts

Retained Causes of Action. Exhibit 8.1(a) Executory Contracts And Unexpired Leases To Be Rejected Exhibit 10.5 Administrative Claim Request Form INTRODUCTION Delphi Corporation and certain of its direct and indirect subsidiaries, debtors and debtors-in-possession in the above-captioned jointly administered Chapter 11 Cases, hereby propose this joint plan of reorganization for the resolution of the outstanding Claims against and Interests in the Debtors. Capitalized terms used herein shall have the meanings ascribed to them in Article I.B. of this Plan. The subsidiaries of Delphi incorporated outside of the United States are not the subject of the Chapter 11 Cases. These Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. The distributions to be made to holders of Claims and Interests are set forth herein. The Debtors' reorganization plan was confirmed, with certain modifications, by the Bankruptcy Court on January 25, 2008, and the confirmation order became final on February 4, 2008. The Debtors met the conditions required to consummate the plan, including obtaining $6.1 billion of exit financing, but on April 4, 2008, the Plan Investors delivered to Delphi a letter stating that such letter "constitutes a notice of immediate termination" of the Investment Agreement. The financing the Debtors were to receive under the Investment Agreement was an integral element to the consummation of the Plan. Appaloosa Management L.P.'s ("Appaloosa") April 4 letter alleged that Delphi had breached certain provisions of the Investment Agreement and that Appaloosa was entitled to terminate the Investment Agreement. On May 16, 2008, Delphi filed complaints for damages and specific performance against the Plan Investors and related parties who refused to honor their contractual obligations. Nevertheless, the termination of the Investment Agreement resulted in the Debtors' inability to consummate the Plan without additional modifications. The Debtors are now seeking approval of modifications to the Plan pursuant to section 1127 of the Bankruptcy Code. This Plan provides for the substantive consolidation of certain of the Estates, but only for the purposes of voting and making distributions to holders of Claims under this Plan. Under section 1127 of the Bankruptcy Code, as it incorporates section 1125(b) of the Bankruptcy Code, a vote to accept or reject this Plan cannot be solicited from a holder of a Claim or Interest until a disclosure statement has been approved by the Bankruptcy Court and distributed to holders of Claims and Interests. The Disclosure Statement Supplement (the "Supplement") relating to this Plan was approved by the Bankruptcy Court on June 16, 2009, and has been distributed simultaneously with this Plan to all parties whose votes are being solicited. The Supplement contains, among other things, a discussion of the Debtors' history, business, properties and operations, risk factors associated with the business and Plan, a summary and analysis of this Plan, and certain related matters. ALL HOLDERS OF CLAIMS WHO ARE ENTITLED TO VOTE ARE ENCOURAGED TO READ THIS PLAN AND THE SUPPLEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN. PLEASE TAKE NOTICE THAT YOUR PREVIOUS ACCEPTANCE OR REJECTION OF THE PLAN WILL NOT BE COUNTED. CONSEQUENTLY, YOUR VOTE ON THE MODIFICATIONS TO THE PLAN IS IMPORTANT. Subject to the restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in Article XIV of this Plan, each of the Debtors expressly reserves its respective rights to alter, amend, modify, revoke, or withdraw this Plan with respect to such Debtor, one or more times, prior to this Plan's substantial consummation. A complete list of the Debtors is set forth below. The list identifies each Debtor by its case number in these Chapter 11 Cases.

Retained Causes of Action. Exhibit 8.1(aThe Plan of Reorganization shall contain customary provisions regarding retention of all causes of action, including, subject to the ABL Term Sheet, any claims against Airbus related to the EC225 accident, by Reorganized CHC; provided, however, that potential chapter 5 claims against non-insider trade vendors and employees of Reorganized CHC as of the Effective Date shall be waived under the Plan of Reorganization. Releases and Exculpation The Plan of Reorganization shall include, to the extent permitted by law, customary release and exculpation provisions in favor of (i) Executory Contracts And Unexpired Leases To Be Rejected Exhibit 10.5 Administrative Claim Request Form INTRODUCTION Delphi Corporation the Debtors and their present and former directors and officers, (ii) the Plan Sponsors, (iii) the ad hoc group of holders of the Senior Secured Notes and its members, (iv) the Bank of New York Mellon, in its capacity as indenture trustee for the senior secured notes, (v) HSBC Corporate Trustee Company (UK) Limited, in its capacity as collateral agent for the Senior Secured Notes, (vi) Milestone and (vii) the UCC and its current and former members; (viii) Law Debenture Trust Company, as indenture trustee for the senior unsecured notes due 2021; (ix) the Individual Creditor Parties and (x) the foregoing’s professionals and agents, each of (i) through (x) solely in their capacity as such. Restructuring Expenses (to the Extent Not Paid Pursuant to the Cash Collateral Order) As will be more fully set forth in the Backstop Agreement and/or Plan Support Agreement, all reasonable and documented fees and expenses of the Plan Sponsors, the Individual Creditor Parties (up to a maximum aggregate amount of $150,000) including all reasonable and documented fees and expenses incurred by the counsel, financial advisors, consultants and other professionals of such parties, shall be paid on a current basis after receipt of an invoice, each in accordance with the agreements between the Debtors and the applicable firm. All Restructuring Expenses billed prior to the Effective Date shall be paid on the Effective Date. For the avoidance of doubt, such counsel, financial advisors, consultants and other professionals to be paid pursuant to this section include Akin Gump Sxxxxxx Hxxxx & Fxxx LLP, Hxxxxxxx Lxxxx Capital, Inc., such other advisors retained by the Plan Sponsors and counsel to the Bank of New York Mellon. The fees, costs and expenses of Milestone and certain of its direct and indirect subsidiaries, debtors and debtors-in-possession other entities specified in the above-captioned jointly administered Chapter 11 Cases, hereby propose this joint plan of reorganization Milestone Term Sheet shall be paid pursuant to the terms set forth in the Milestone Term Sheet. The Plan shall provide for the resolution payment of the outstanding Claims against reasonable and Interests in the Debtors. Capitalized terms used herein shall have the meanings ascribed to them in Article I.B. of this Plan. The subsidiaries of Delphi incorporated outside of the United States are not the subject of the Chapter 11 Cases. These Chapter 11 Cases have been consolidated for procedural purposes only documented fees and are being jointly administered pursuant to an order of the Bankruptcy Court. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. The distributions to be made to holders of Claims and Interests are set forth herein. The Debtors' reorganization plan was confirmed, with certain modifications, by the Bankruptcy Court on January 25, 2008, and the confirmation order became final on February 4, 2008. The Debtors met the conditions required to consummate the plan, expenses (including obtaining $6.1 billion of exit financing, but on April 4, 2008, the Plan Investors delivered to Delphi a letter stating that such letter "constitutes a notice of immediate termination" of the Investment Agreement. The financing the Debtors were to receive under the Investment Agreement was an integral element to the consummation of the Plan. Appaloosa Management L.P.'s ("Appaloosa") April 4 letter alleged that Delphi had breached certain provisions of the Investment Agreement and that Appaloosa was entitled to terminate the Investment Agreement. On May 16, 2008, Delphi filed complaints for damages and specific performance against the Plan Investors and related parties who refused to honor their contractual obligations. Nevertheless, the termination of the Investment Agreement resulted in the Debtors' inability to consummate the Plan without additional modifications. The Debtors are now seeking approval of modifications to the Plan pursuant to section 1127 of the Bankruptcy Code. This Plan provides for the substantive consolidation of certain of the Estates, but only for the purposes of voting and making distributions to holders of Claims under this Plan. Under section 1127 of the Bankruptcy Code, as it incorporates section 1125(bcounsel fees) of the Bankruptcy Code, a vote to accept or reject this Plan cannot be solicited from a holder of a Claim or Interest until a disclosure statement has been approved by indenture trustee for the Bankruptcy Court and distributed to holders of Claims and Interests. The Disclosure Statement Supplement (the "Supplement") relating to this Plan was approved by the Bankruptcy Court on June 16, 2009, and has been distributed simultaneously with this Plan to all parties whose votes are being solicited. The Supplement contains, among other things, a discussion of the Debtors' history, business, properties and operations, risk factors associated with the business and Plan, a summary and analysis of this Plan, and certain related matters. ALL HOLDERS OF CLAIMS WHO ARE ENTITLED TO VOTE ARE ENCOURAGED TO READ THIS PLAN AND THE SUPPLEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN. PLEASE TAKE NOTICE THAT YOUR PREVIOUS ACCEPTANCE OR REJECTION OF THE PLAN WILL NOT BE COUNTED. CONSEQUENTLY, YOUR VOTE ON THE MODIFICATIONS TO THE PLAN IS IMPORTANT. Subject to the restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in Article XIV of this Plan, each of the Debtors expressly reserves its respective rights to alter, amend, modify, revoke, or withdraw this Plan with respect to such Debtor, one or more times, prior to this Plan's substantial consummation. A complete list of the Debtors is set forth below. The list identifies each Debtor by its case number in these Chapter 11 Casessenior unsecured notes due 2021.

Retained Causes of Action. Exhibit 8.1(a) Executory Contracts And Unexpired Leases To Be Rejected Exhibit 10.5 Administrative Claim Request Form INTRODUCTION Delphi Corporation NewCo or the Liquidating Trust, as applicable, shall retain all rights to commence and certain pursue any Causes of its direct and indirect subsidiariesAction, debtors and debtors-in-possession in other than those that the above-captioned jointly administered Chapter 11 Cases, hereby propose this joint plan of reorganization for the resolution of the outstanding Claims against and Interests in the Debtors. Capitalized terms used herein shall have the meanings ascribed to them in Article I.B. of this Plan. The subsidiaries of Delphi incorporated outside of the United States are not the subject of the Chapter 11 Cases. These Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered Debtor releases pursuant to an order of release and exculpation provisions acceptable to the Bankruptcy Court. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. The distributions to be made to holders of Claims and Interests are set forth herein. The Debtors' reorganization plan was confirmed, with certain modifications, by the Bankruptcy Court on January 25, 2008, Required Ad Hoc Senior Noteholder Parties and the confirmation order became final on February 4Creditor’s Committee (the “Retained Causes of Action”). Notwithstanding anything herein to the contrary, 2008. The Debtors met NewCo or the conditions required Liquidating Trust shall retain the Debtor’s right to consummate commence and pursue (a) the planFDIC Claims, including obtaining $6.1 billion of exit financing, but on April 4, 2008, (b) any Debtor Related Party Claims to the Plan Investors delivered to Delphi a letter stating that such letter "constitutes a notice of immediate termination" of the Investment Agreement. The financing the Debtors were to receive extent not released under the Investment Agreement was an integral element to the consummation of the Plan. Appaloosa Management L.P.'s ("Appaloosa") April 4 letter alleged that Delphi had breached certain provisions of the Investment Agreement and that Appaloosa was entitled to terminate the Investment Agreement. On May 16, 2008, Delphi filed complaints for damages and specific performance against the Plan Investors and related parties who refused to honor their contractual obligations. Nevertheless, the termination of the Investment Agreement resulted in the Debtors' inability to consummate the Plan without additional modifications. The Debtors are now seeking approval of modifications to the Plan pursuant to section 1127 of the Bankruptcy Code. This Plan provides for the substantive consolidation of certain of the Estates, but only for the purposes of voting and making distributions to holders of Claims under this Plan. Under section 1127 of the Bankruptcy Code, as it incorporates section 1125(b) of the Bankruptcy Code, a vote to accept or reject this Plan cannot be solicited from a holder of a Claim or Interest until a disclosure statement has been approved by the Bankruptcy Court and distributed to holders of Claims and Interests. The Disclosure Statement Supplement (the "Supplement") relating to this Plan was approved by the Bankruptcy Court on June 16, 2009, and has been distributed simultaneously with this Plan to all parties whose votes are being solicited. The Supplement contains, among other things, a discussion of the Debtors' history, business, properties and operations, risk factors associated with the business and Plan, a summary and analysis of this Plan, and certain related matters(c) any claims or Causes of Action the Debtor may have against FCB. ALL HOLDERS OF CLAIMS WHO ARE ENTITLED TO VOTE ARE ENCOURAGED TO READ THIS PLAN AND THE SUPPLEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLANTax Structuring The parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring in a tax-efficient and cost-effective manner (including, but not limited to, by way of the preservation or enhancement of favorable tax attributes) for the Debtor and NewCo, as applicable. PLEASE TAKE NOTICE THAT YOUR PREVIOUS ACCEPTANCE OR REJECTION OF THE PLAN WILL NOT BE COUNTED. CONSEQUENTLYThe final tax structuring of the Restructuring and each Restructuring Transaction, YOUR VOTE ON THE MODIFICATIONS TO THE PLAN IS IMPORTANT. Subject including without limitation in respect of the formation of, capitalization of, and distribution of assets between NewCo and the Liquidating Trust, shall be acceptable to the restrictions Required Ad Hoc Senior Noteholder Parties and requirements the Creditors’ Committee. Governance The board of trustees of the Liquidating Trust and, in the absence of any NewCo Transaction, the board of directors of NewCo (the “NewCo Board”) shall each be appointed by the Required Ad Hoc Senior Noteholder Parties, in a manner reasonably acceptable to the Creditors’ Committee. Corporate governance for NewCo and the Liquidating Trust, including charters, bylaws, liquidating trust agreement, operating agreements, or other organizational documents (the “New Governance Documents”), as applicable, shall be consistent with this Term Sheet and the consent rights set forth in section 1127 the RSA, and shall in any event be acceptable to the Required Ad Hoc Senior Noteholder Parties and reasonably acceptable to the Creditors’ Committee. Professional Fees and Expenses The Plan shall provide for payment in full in cash of the Bankruptcy Code (a) all Professional Fees and Bankruptcy Rule 3019 Expenses, (b) all Senior Note Trustee Expenses, and those restrictions on modifications set forth (c) all Subordinated Note Trustee Expenses, and Claims in Article XIV respect of this Plan, each of the Debtors expressly reserves its respective rights such amounts shall be deemed to alter, amend, modify, revoke, or withdraw this Plan with respect to such Debtor, one or more times, prior to this Plan's substantial consummation. A complete list of the Debtors is set forth below. The list identifies each Debtor by its case number in these Chapter 11 Casesbe Allowed Administrative Claims for all purposes hereunder.

Retained Causes of Action. Exhibit 8.1(aThe Reorganized Debtors, as applicable, shall retain all rights to commence and pursue any Causes of Action, other than any Causes of Action that the Debtors have released pursuant to the release and exculpation provisions outlined in this Plan Term Sheet and implemented pursuant to the Plan. Conditions Precedent to Restructuring The following shall be conditions to the Plan Effective Date (the “Conditions Precedent”): (a) Executory Contracts And Unexpired Leases To Be Rejected Exhibit 10.5 Administrative Claim Request Form INTRODUCTION Delphi Corporation the Bankruptcy Court shall have entered the Confirmation Order, which shall: (i) be in form and certain of its direct substance consistent with the Plan Support Agreement; (ii) authorize the Debtors to take all actions necessary to enter into, implement, and indirect subsidiariesconsummate the contracts, debtors instruments, releases, leases, indentures, and debtors-in-possession other agreements or documents created in connection with the Plan; (iii) decree that the provisions in the above-captioned jointly administered Chapter 11 Cases, hereby propose this joint plan of reorganization for Confirmation Order and the resolution of the outstanding Claims against Plan are nonseverable and Interests in mutually dependent; (iv) authorize the Debtors. Capitalized terms used herein shall have , as applicable/necessary, to: (a) implement the meanings ascribed to them in Article I.B. of this Plan. The subsidiaries of Delphi incorporated outside of Restructuring Transactions, including the United States are not Rights Offering; (b) issue the subject of the Chapter 11 Cases. These Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered New Common Stock pursuant to an order the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Court. The Debtors are Code or other exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and issuances as required under the proponents Plan, including cash and the New Common Stock; and (d) enter into any agreements, transactions, and sales of this property as set forth in the Plan within Supplement, including the meaning of section 1129 New Exit Facility and the Management Incentive Plan; (v) authorize the implementation of the Bankruptcy Code. The distributions to be made to holders of Claims Plan in accordance with its terms; and Interests are set forth herein. The Debtors' reorganization plan was confirmed(vi) provide that, with certain modifications, by the Bankruptcy Court on January 25, 2008, and the confirmation order became final on February 4, 2008. The Debtors met the conditions required to consummate the plan, including obtaining $6.1 billion of exit financing, but on April 4, 2008, the Plan Investors delivered to Delphi a letter stating that such letter "constitutes a notice of immediate termination" of the Investment Agreement. The financing the Debtors were to receive under the Investment Agreement was an integral element to the consummation of the Plan. Appaloosa Management L.P.'s ("Appaloosa") April 4 letter alleged that Delphi had breached certain provisions of the Investment Agreement and that Appaloosa was entitled to terminate the Investment Agreement. On May 16, 2008, Delphi filed complaints for damages and specific performance against the Plan Investors and related parties who refused to honor their contractual obligations. Nevertheless, the termination of the Investment Agreement resulted in the Debtors' inability to consummate the Plan without additional modifications. The Debtors are now seeking approval of modifications to the Plan pursuant to section 1127 of the Bankruptcy Code. This Plan provides for the substantive consolidation of certain of the Estates, but only for the purposes of voting and making distributions to holders of Claims under this Plan. Under section 1127 1146 of the Bankruptcy Code, as it incorporates section 1125(bthe assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; (b) the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan; (c) the final version of the Bankruptcy CodePlan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in a vote to accept or reject manner consistent in all material respects with the Plan Support Agreement, this Plan canTerm Sheet, and the Plan; (d) the Plan Support Agreement shall remain in full force and effect and shall not be solicited from a holder of a Claim or Interest until a disclosure statement has have been approved by terminated; (e) the final order approving the DIP Facility shall remain in full force and effect; (f) the Bankruptcy Court shall have entered the BCA Approval Order; (g) the Backstop Commitment Agreement shall remain in full force and distributed to holders of Claims effect and Interests. The Disclosure Statement Supplement shall not have been terminated; (h) the "Supplement") relating to this Plan was approved by the Bankruptcy Court on June 16, 2009, Rights Offering shall have been consummated and has shall have been distributed simultaneously with this Plan to all parties whose votes are being solicited. The Supplement contains, among other things, a discussion of the Debtors' history, business, properties and operations, risk factors associated conducted in accordance with the business and Plan, a summary and analysis of this Plan, and certain related matters. ALL HOLDERS OF CLAIMS WHO ARE ENTITLED TO VOTE ARE ENCOURAGED TO READ THIS PLAN AND THE SUPPLEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN. PLEASE TAKE NOTICE THAT YOUR PREVIOUS ACCEPTANCE OR REJECTION OF THE PLAN WILL NOT BE COUNTED. CONSEQUENTLY, YOUR VOTE ON THE MODIFICATIONS TO THE PLAN IS IMPORTANT. Subject to the restrictions and requirements procedures set forth in section 1127 the Plan; (i) the Uniti Transactions shall have been consummated; (j) the documentation related to the New Exit Facility shall have been duly executed and delivered by all of the Bankruptcy Code Entities that are parties thereto and Bankruptcy Rule 3019 all conditions precedent (other than any conditions related to the occurrence of the Plan Effective Date) to the effectiveness of the New Exit Facility shall have been satisfied or duly waived in writing in accordance with the terms of each of the New Exit Facility and those restrictions on modifications the closing of the New Exit Facility shall have occurred; (k) all actions, documents, certificates, and agreements necessary to implement the Plan (including any documents contained in the Plan Supplement) shall have been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable governmental units, in accordance with applicable laws and shall comply with the consent rights set forth in Article XIV the Plan Support Agreement; (l) all professional fees and expenses of this Plan, each retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses; (m) all professional fees and expenses and of the Debtors expressly reserves its respective rights advisors to alter, amend, modify, revoke, or withdraw this Plan with respect to such Debtor, one or more times, prior to this Plan's substantial consummation. A complete list of the Debtors is set forth below. The list identifies each Debtor by its case number in these Chapter 11 Cases.the