Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.

Alternative Proposals. (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim period commencing on the date the Bankruptcy Court enters an order approving the Merger Agreement (such date, the “Approval Date”) and ending on the earlier of the Purchase Closing Date or the Termination Date (such period, the “Approval Period”), Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Approval Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Approval Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.

Alternative Proposals. From and after the date hereof, the Company agrees that it (ai) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall will not, shall cause each its subsidiaries will not, and it will not authorize or permit any of their respective Subsidiaries not its or its subsidiaries' officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries or any of the foregoing) to, and shall cause directly or indirectly, encourage, initiate or solicit (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the directors making of any proposal or offer (other than the Minority Member Directors including, without limitation, any proposal or offer to its shareholders) which constitutes or may reasonably be expected to lead to an Alternative Proposal (as defined below) from any person or engage in the Oncor LLC Agreement))any discussion or negotiations concerning, officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of provide any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate data to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides make or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), implement an Alternative Proposal; (ii) enter intowill immediately cease and cause to be terminated any existing solicitation, maintain initiation, encouragement, activity, discussions or continue negotiations with any Person parties conducted heretofore with respect to, any a view of formulating an Alternative Proposal, or ; and (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding will notify Parent orally and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposalsuch inquiry, offer or proposals (including, unless prohibited by applicable Lawwithout limitation, the material terms and conditions of any such Alternative Proposal (including any subsequent material modification to such material terms and conditions) proposal and the identity of the Person person making it), within 24 hours of the same. Unless prohibited by applicable Lawreceipt thereof, Oncor Holdings and Oncor that it shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Periodsuch inquiry, neither Oncor Holdings nor Oncor offer or proposal and shall enter into give Parent 48 hours' prior notice of any agreement with any Person which prohibits any Oncor Entity from to be entered into or of the fact that it proposes to commence providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings any person making such inquiry, offer or Oncor in accordance with this Section 4(a)proposal; providedprovided however, that for all purposes of this Letter Agreementnotwithstanding any other provision hereof, the reasonable best efforts Company may (i) at any time prior to the time the Company shareholders shall have voted to approve this Agreement engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the Company or its representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning the Company and its business, properties and assets if, and only to the extent that, (A)(x) the third party has first made an Alternative Proposal that is financially superior to the terms of Oncor Holdings the Merger and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.has

Alternative Proposals. (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c6.2(d) with respect to a Permitted Alternative Backup Restructuring Proposal, during the Interim Periodperiod beginning on the date of this Agreement and ending on the earlier of the First Closing Date or the Termination Date, Oncor Holdings the Company and Oncor its Subsidiaries shall not, and shall use their commercially reasonable efforts to cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement))directors, officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents advisors or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, initiate or solicit, propose, or knowingly facilitate, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from each case except as permitted by clause (without otherwise limiting the provisions of this Section 4ii) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), hereof; (ii) enter into, maintain or continue discussions or negotiations with any Person with respect to, any Alternative Proposal, other than, in the case of this clause (ii), if the Company Board (or any board of directors, board of managers or similar governing body of any Debtor), in response to the receipt of an unsolicited, written Alternative Proposal from a third party, determines in good faith after consultation with its outside financial advisors and outside legal counsel that such Alternative Proposal would reasonably be likely to lead to a Superior Proposal (in which case the Company shall notify the Purchasers of such determination in writing promptly after such determination is reached); or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or writtenbinding) with respect to that constitutes an Alternative ProposalProposal (an “Alternative Transaction Agreement”). In addition, during the Interim Periodperiod specified in the first sentence of this Section 6.2(a), Oncor Holdings if any Debtor makes or receives any written proposal or expression of interest regarding an Alternative Proposal that is reasonably likely to lead to a Superior Proposal, the Company and Oncor EFIH shall promptly advise notify counsel to Parent in writing of any such proposal or expression of interest relating to an Alternative Proposal, including, with such notice to include unless prohibited by any agreement to which any Debtor is a party or applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person or group of Persons making the same. Unless prohibited by any agreement to which any Debtor is a party or applicable Law, Oncor Holdings the Company and Oncor EFIH shall promptly furnish counsel to Parent with copies of any written offer or other information that they make or receive relating to an Alternative Proposal and shall keep counsel to Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any material changes to such Alternative Proposal; provided, that if such an Alternative Proposal is a Backup Restructuring Proposal, such obligation shall only be applicable if such Backup Restructuring Proposal is reasonably likely to lead to a Superior Proposal. During the Interim Periodperiod beginning on the date of this Agreement and ending on the earlier of the First Closing Date or the Termination Date, neither Oncor Holdings nor Oncor no Debtor shall enter into any agreement with any Person which prohibits any Oncor Entity the Company or EFIH from providing information to the Purchasers that they the Purchasers are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a)6.2(a) and each of the Debtors shall use its commercially reasonable efforts to amend any existing agreement to which it is a party which prohibits it from providing such information to the Purchasers; providedprovided that, that for all purposes of this Letter Agreement, the commercially reasonable best efforts of Oncor Holdings and Oncor the Debtors shall not include the expenditure any payments to any counterparty of any fees or expenses such existing agreement or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. Notwithstanding anything else in this Agreement to contrary, references in this Section 6.2 to the Company’s Subsidiaries do not include the Oncor Entities (subject to Section 6.23).

Alternative Proposals. (a) Notwithstanding anything to the contrary hereinThe Company agrees that, except as specifically permitted and to the extent consented to by Section 4(cthe Noteholders, neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to a Permitted Alternative Proposalmerger, during reorganization, share exchange, consolidation or similar transaction involving (or any purchase, issuance or exchange of 20% or more of the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents assets or representatives of indebtedness or any Oncor Entity (collectively, “Representatives”equity or debt securities of) not to, (i) initiate, solicit, propose, knowingly encourage it or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders Subsidiaries (any such proposal or any third party who makes or seeks offer being hereinafter referred to make as an unsolicited "Alternative Proposal"). Notwithstanding the foregoing, make available public and non-public information nothing contained in this Agreement shall prevent the Company or its Board of Directors from (but only if such equityholder or third party has executed a confidentially agreement A) complying with Oncor on terms no less favorable in Rule 14e-2 promulgated under the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations Exchange Act with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect regard to an Alternative Proposal. In addition; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Alternative Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (as defined below), during it being understood that such confidentiality agreement need not prohibit the Interim Periodmaking, Oncor Holdings or amendment, of an Alternative Proposal; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Alternative Proposal; or (D) recommending such an Alternative Proposal to the stockholders and Oncor shall promptly advise Parent noteholders of the Company, if and only to the extent that in writing the case referred to in this clause (D), the Board of any Directors of the Company (i) determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their fiduciary duties under applicable law and (ii) determines in good faith (after consultation with its financial advisor) that such Alternative Proposal, includingif accepted, unless prohibited is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable from a financial point of view to the Company and the Persons to whom fiduciary duties are owed by applicable Lawthe Board of Directors than the transactions contemplated by this Agreement (any such more favorable Alternative Proposal being referred to in this Agreement as a "Superior Proposal"). The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section. The Company agrees that it will notify the Holders immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms proposals or offers and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor thereafter shall keep Parent reasonably informed the Holders informed, on a reasonably current basis of basis, on the status and material details (including material modifications) terms of any such proposals or offers and the status of any such discussions or negotiations. The Company also agrees that it will take all steps to maintain and enforce any heretofore executed confidentiality agreements in connection with its consideration of a potential Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.

Alternative Proposals. (a) Notwithstanding anything to From the contrary hereindate of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 8, except as specifically otherwise permitted by Section 4(c) with respect to a Permitted Alternative Proposalhereby, during the Interim Period, Oncor Holdings and Oncor shall each Exchange Party agrees that it will not, nor shall it authorize or permit any of its officers and directors and it will use its reasonable best efforts to cause each of their respective Subsidiaries not toits agents, affiliates, employees and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) advisors not to, (i) initiate, solicit, propose, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or knowingly inducethe making of any proposal or offer (including, the submission ofwithout limitation, any Alternative Proposalproposal or offer to its stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction (as defined below), (ii) enter into or maintain or continue discussions or negotiations with any Person in furtherance of such inquiries or to obtain a Competing Transaction, (iii) agree to any Competing Transaction or (iv) endorse any Competing Transaction; provided, however, that notwithstanding anything to the contrary contained herein, prior to the date of the Requisite Stockholder Approval, nothing in this Section 6.4 shall in any respect prohibit the Schick Board or the officers, directors, agents, affiliates, emxxxxxxs or advisors of Schick or its Subsidiaries from furnishing or disclosing inforxxxxxx to, or engaging in discussions or negotiations with, any Person that makes an Oncor Entity may interact with its equityholders in order unsolicited bona fide written proposal to satisfy its fiduciary obligations and its obligations acquire Schick pursuant to a Competing Transaction (a "Competing Transactxxx Xxoposal"), if the LLC Agreements Schick Board acting in good faith determines (i) after consultation xxxx its financial advisor that such Competing Transaction Proposal constitutes or is reasonably likely to result in a Superior Proposal and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4ii) after taking into account any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate revisions to the Oncor Entities than terms of the Confidentiality Agreement) Exchange Transactions or this Agreement proposed by Luxco after being notified pursuant to Section 6.4(c), that doing so long as such Oncor Entity promptly provides or makes available is necessary for the Schick Board to comply with its fiduciary duties to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative ProposalSchick Stoxxxxxxers under applicable law. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.A "

Alternative Proposals. During the period from the date of this Agreement and extending through the earlier of the termination of this Agreement in accordance with its terms or the Closing, KCS agrees that (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor it shall not, and shall use its commercially reasonable efforts to direct and cause each of their respective Subsidiaries its officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant), as applicable, not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents directly or representatives of any Oncor Entity (collectively, “Representatives”) not toindirectly, (i) initiate, solicitsolicit or encourage, proposedirectly or indirectly, knowingly encourage or knowingly induce, accept the submission of, of any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders proposal or offer by any third party who makes with respect to any joint venture, merger, acquisition, sale, consolidation or seeks similar transaction involving the Line or any haulage, trackage or marketing arrangement involving the Line, in each case, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to make as an unsolicited "Alternative Proposal, make available public and non-public information (but only if such equityholder ") or third party has executed a confidentially agreement with Oncor on terms no less favorable initiate or participate in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides any negotiations or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers)discussions concerning an Alternative Proposal, (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intentagreement, agreement in principle principle, letter of intent or other agreement similar arrangement (whether or not legally binding and whether or not oral or writtenbinding) with respect any third party relating to an Alternative Proposal or (iii) provide any confidential information or data to any third party relating to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor (b) it shall notify NS promptly advise Parent in writing of if any Alternative ProposalProposal is received by it or any negotiations or discussions relating to a potential Alternative Proposal are sought to be initiated or continued with KCS, including, unless prohibited by applicable Law, including the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any such Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings Proposal or Oncor in accordance with this Section 4(a)seeking such negotiations or discussions; provided, that for all purposes nothing in this Section 10.3 shall prevent KCS from taking any action with respect to any proposal or offer not initiated, solicited or encouraged in violation of this Letter AgreementSection 10.3 or participating in negotiations or discussions with respect to such a proposal or offer if it is advised by outside legal counsel that it is required to take such action to satisfy the fiduciary duties of the Board of Directors of KCS under Delaware law; provided, the reasonable best efforts of Oncor Holdings and Oncor however, that KCS shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or be permitted to terminate this Agreement other form of litigationthan as provided in Article 13 hereof.

Alternative Proposals. (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement))directors, officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.

Alternative Proposals. During the period from the date of this Agreement and extending through the earlier of the termination of this Agreement in accordance with its terms or the Closing, KCS agrees that (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor it shall not, and shall use its commercially reasonable efforts to direct and cause each of their respective Subsidiaries its officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant), as applicable, not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents directly or representatives of any Oncor Entity (collectively, “Representatives”) not toindirectly, (i) initiate, solicitsolicit or encourage, proposedirectly or indirectly, knowingly encourage or knowingly induce, accept the submission of, of any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders proposal or offer by any third party who makes with respect to any joint venture, merger, acquisition, sale, consolidation or seeks similar transaction involving the Line or any haulage, trackage or marketing arrangement involving the Line, in each case, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to make as an unsolicited “Alternative Proposal, make available public and non-public information (but only if such equityholder ”) or third party has executed a confidentially agreement with Oncor on terms no less favorable initiate or participate in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides any negotiations or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers)discussions concerning an Alternative Proposal, (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intentagreement, agreement in principle principle, letter of intent or other agreement similar arrangement (whether or not legally binding and whether or not oral or writtenbinding) with respect any third party relating to an Alternative Proposal or (iii) provide any confidential information or data to any third party relating to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor (b) it shall notify NS promptly advise Parent in writing of if any Alternative ProposalProposal is received by it or any negotiations or discussions relating to a potential Alternative Proposal are sought to be initiated or continued with KCS, including, unless prohibited by applicable Law, including the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any such Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings Proposal or Oncor in accordance with this Section 4(a)seeking such negotiations or discussions; provided, that for all purposes nothing in this Section 10.3 shall prevent KCS from taking any action with respect to any proposal or offer not initiated, solicited or encouraged in violation of this Letter AgreementSection 10.3 or participating in negotiations or discussions with respect to such a proposal or offer if it is advised by outside legal counsel that it is required to take such action to satisfy the fiduciary duties of the Board of Directors of KCS under Delaware law; provided, the reasonable best efforts of Oncor Holdings and Oncor however, that KCS shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or be permitted to terminate this Agreement other form of litigationthan as provided in Article 13 hereof.

Alternative Proposals. (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposalcontained in this Agreement, during the Interim Periodperiod beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the 40th calendar day after the date of this Agreement (the “No-Shop Period Start Date”), Oncor Holdings the Company and Oncor shall not, shall cause each of its Subsidiaries and their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement))directors, officers, employees, investment bankers, consultants, attorneys, accountants accountants, agents, advisors, Affiliates and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, shall have the right to (i) initiate, solicit, propose, knowingly solicit and encourage any inquiry or knowingly induce, the submission of, making of any Alternative Proposal; provided, however, proposal or offer that constitutes an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and including by providing information (including non-public information or data) regarding, and affording access to, the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (but only if such equityholder A) an Acceptable Confidentiality Agreement or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate (B) to the Oncor Entities than terms extent applicable, a confidentiality agreement entered into with such Person prior to the date of this Agreement; provided that the Confidentiality AgreementCompany shall promptly (and in any event within forty-eight (48) so long as such Oncor Entity promptly provides or makes hours) make available to the Purchasers such Parent any non-public information concerning the Company or its Subsidiaries that, at any time after the date of this Agreement, is provided to any Person given such access that was not previously made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers)Parent, and (ii) engage in, enter into, maintain continue or continue otherwise participate in any discussions or negotiations with any Person with respect to, any Alternative Proposal, Persons or (iii) enter into any written letter group of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) Persons with respect to an any Alternative ProposalProposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Alternative Proposals. In addition, during the Interim Period, Oncor Holdings and Oncor The Company shall promptly advise (and in any event within two (2) Business Days) notify Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of each Person or group from whom the Company receives a written Alternative Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date and shall promptly (and in any event within two (2) Business Days) provide Parent a copy of such written Alternative Proposal or any written amendment thereto (including financing commitments with customary redactions). No later than three (3) Business Days after the No-Shop Period Start Date, the Company shall provide Parent a list of Excluded Parties, including the identity of each Excluded Party and a copy of the Alternative Proposal submitted by such Person making on the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of which the status and material details (including material modifications) Board of any Alternative Proposal. During Directors made the Interim Period, neither Oncor Holdings nor Oncor determination that such Person shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigationbe an Excluded Party.

Alternative Proposals. (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall use their commercially reasonable efforts to cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement))directors, officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents advisors or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response respond to communications from (without otherwise limiting the provisions of this Section 44(a)) and make available public and non-public information to any of its direct equityholders equityholder or to any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) Proposal so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), ; (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, ; or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or writtenbinding) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by a separate agreement or applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material amendment or modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by a separate agreement or applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modificationsamendments or proposed amendments) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a) unless such other Person consents to identifying and providing to counsel to the Purchasers (under a reasonably acceptable confidentiality agreement) the information contemplated under this Section 4(a); provided, that for all purposes of this Letter Agreement, the commercially reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.

Alternative Proposals. From the date hereof until such time as Parent's designees shall constitute a majority of the members of the Board of Directors of EQ, EQ agrees that (a) Notwithstanding anything to the contrary hereinneither it nor any of its Subsidiaries shall, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposalnor shall it, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each nor any of its Subsidiaries permit their respective Subsidiaries not toofficers, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officersdirectors, employees, agents, representatives or Affiliates (including, without limitation, any investment bankersbanker, attorneysattorney or accountant retained by them) to initiate, accountants and other advisorssolicit or encourage, consultantsdirectly or indirectly, agents any inquiries or representatives the making or implementation of any Oncor Entity proposal or offer (collectivelyincluding, “Representatives”without limitation any proposal or offer to its or their stockholders) not to, (i) initiate, solicit, propose, knowingly encourage which constitutes or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order is reasonably likely to satisfy its fiduciary obligations and its obligations pursuant lead to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, as hereinafter defined, or (iii) enter into engage in any written letter of intentnegotiations concerning, agreement or provide any confidential information or data to, or have any discussions with, or otherwise cooperate in principle any way with, any corporation, partnership, person or other agreement entity or group (whether each a "Third Party") relating to an Alternative Proposal, or not legally binding otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) it will immediately cease and whether cause to be terminated any existing activities, discussions or not oral negotiations with any parties conducted heretofore with respect to any of the foregoing, and will take the necessary steps to inform the individuals or writtenentities referred to above of the obligations undertaken in this Section 5.1; and (c) it will notify Parent immediately if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Third Party with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings Proposal or which could lead to an Alternative Proposal and Oncor shall promptly advise immediately notify Parent in writing of all material terms of any proposal which it may receive in respect of any such Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person Third Party making the same. Unless prohibited by applicable LawAlternative Proposal or the request for information, Oncor Holdings if known, and Oncor thereafter shall keep inform Parent reasonably informed on a reasonably current timely, ongoing basis of the status and material details (including material modifications) content of any discussions or negotiations with such Third Party, including immediately reporting any material changes to the terms and conditions thereof. As used herein, "Alternative Proposal. During the Interim Period" means any inquiry, neither Oncor Holdings nor Oncor shall enter into proposal or offer from any agreement with any Person which prohibits any Oncor Entity from providing information Third Party relating to the Purchasers that they are expressly entitled to receive from Oncor Holdings a direct or Oncor in accordance with this Section 4(a); provided, that for all purposes indirect acquisition or purchase of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure 15% or more of any fees class of equity securities or expenses EQ or the undertaking of, or response toany of its Subsidiaries, any action, suit, claim, cause of action tender offer or other form of litigation.exchange offer that if consummated would result in any Third Party beneficially

Alternative Proposals. (a) Notwithstanding anything The Fund will not authorize, and will use its best efforts to cause its officers, trustees, directors, employees or agents not to, directly or indirectly, solicit, initiate or encourage any inquiries relating to, or the contrary hereinmaking of any proposal which constitutes, except as specifically permitted by Section 4(c) with respect to a Permitted an Alternative Proposal, during the Interim Periodor recommend or endorse any Alternative Proposal, Oncor Holdings and Oncor shall notor participate in any discussions or negotiations, shall cause each of their respective Subsidiaries not toor provide third parties with any nonpublic information, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents relating to any such inquiry or representatives of proposal or otherwise facilitate any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage effort or knowingly induce, the submission of, any attempt to make or implement an Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and Fund may, and may authorize and permit its officers, trustees, directors, employees or agents to provide third parties with nonpublic information reasonably necessary to facilitate an Alternative Proposal, recommend or endorse any Alternative Proposal with or by any third party, and participate in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or discussions and negotiations with any third party who makes or seeks relating to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter if the Fund's Board of Trustees, after having consulted with and considered the advice of outside counsel, has reasonably determined in good faith that the failure to do so would be inconsistent with its fiduciary duties to the Fund's Members under applicable Law. If the Fund enters into any written letter of intent, a definitive agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, includingit shall concurrently with entering into such agreement pay, unless prohibited or cause to be paid to Zenith the expenses outlined in Section 9.1(b). The Fund will immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Zenith with respect to any of the foregoing. The Fund shall immediately advise Zenith following the receipt by applicable Law, it of any Alternative Proposal and the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) thereof, and the identity of the Person person making the same. Unless prohibited by applicable Lawany such Alternative Proposal, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) advise Zenith of any developments with respect to such Alternative Proposal. During Proposal immediately upon the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigationoccurrence thereof.