Common use of IRS Communications and Cooperation Clause in Contracts

IRS Communications and Cooperation. Two representatives on behalf of Parent shall be given the opportunity to participate in all substantive scheduled communications after the date hereof with the IRS concerning the IRS Submissions, including all substantive scheduled conference calls and in-person meetings after the date hereof. In addition, the Company (i) shall keep Parent reasonably informed and shall consult in good faith with Parent and its tax counsel with respect to any issue relating to the IRS Submissions and (ii) shall provide Parent with copies of all correspondence, notices, and other written materials received from the IRS after the date hereof and shall otherwise keep Parent and its tax counsel advised of significant developments, and of any substantive communications with the IRS after the date hereof, in each case, regarding the IRS Submissions and the restructuring transactions contemplated hereby and by the Plan of Reorganization. The Company and Parent agree to cooperate and use their reasonable best efforts to assist in obtaining the Private Letter Ruling requested in the Ruling Request (including, for the avoidance of doubt, the requested rulings that are not Required Rulings as set forth on Exhibit H). Notwithstanding the foregoing, the Company and Parent acknowledge that certain of the requested rulings set forth in the Ruling Request address matters for which the IRS does not commonly issue private letter rulings and, as a result, there is substantial uncertainty as to what representations the IRS may require from the Debtors and Parent. Each party agrees to use its reasonable best efforts to provide any appropriate information and additional representations, and to negotiate in good faith with the other parties to implement any changes to the Transactions, in each case as requested by the IRS in order to issue the Private Letter Ruling. No additional rulings will be requested unless mutually agreed by the Company and Parent.

IRS Communications and Cooperation. Two representatives on behalf The Company shall notify Parent of any substantive communications with the IRS regarding the Supplemental IRS Submissions and restructuring transactions contemplated by this Agreement and by the Plan of Reorganization. Notwithstanding the foregoing, a single Representative from Parent shall be (i) given the opportunity to participate in all substantive scheduled communications after the date hereof with the IRS concerning the IRS SubmissionsSupplemental Ruling Requests or any restructuring transactions contemplated by this Agreement and by the Plan of Reorganization, including including, (A) all substantive scheduled conference calls and in-person meetings after the date hereof. In additionmeetings, the Company (i) shall keep Parent reasonably informed and shall consult in good faith with Parent and its tax counsel with respect to any issue relating to the IRS Submissions extent a Representative of the TCEH First Lien Creditors or Reorganized TCEH is given the opportunity to participate in such communications, conference calls, or in-person meetings; and (ii) shall provide Parent with copies of all correspondence, notices, and other written materials received updated in a timely fashion regarding any unscheduled communications from the IRS after the date hereof and shall otherwise keep or any other communication with respect to which a Representative of Parent and its tax counsel advised of significant developments, and of any substantive communications with the IRS after the date hereof, in each case, regarding the IRS Submissions and the restructuring transactions contemplated hereby and by the Plan of Reorganizationdoes not participate. The Company and Parent agree to cooperate and use their reasonable best efforts to assist in obtaining the Private Letter Ruling rulings requested in the Supplemental Ruling Request Requests (including, for the avoidance of doubt, the requested rulings rulings, if any, that are not Required Fundamental Rulings as set forth described on Exhibit HI), including providing such appropriate information and representations as the IRS shall reasonably require in connection with the Supplemental Rulings or any restructuring transactions contemplated by this Agreement and by the Plan of Reorganization. Notwithstanding the foregoing, the The Company and Parent acknowledge that certain of the requested rulings set forth in the Ruling Request address matters for which the IRS does not commonly issue private letter rulings and, as a result, there is substantial uncertainty as to what representations the IRS may require from the Debtors and Parent. Each party agrees agree to use its their commercially reasonable best efforts to provide any appropriate information and additional representations, and to negotiate in good faith with the other parties to implement any changes to the Transactionsrestructuring transactions contemplated by this Agreement and by the Plan of Reorganization to the extent such changes would not, unless otherwise agreed by Parent, result in each case as (x) a material economic detriment to Parent or the Company or any of their respective Subsidiaries (y) the issuance of common stock by Parent or its Affiliates, if requested by the IRS in order to issue the Private Letter Ruling. No additional rulings will be requested unless mutually agreed by the Company and Parentreasonably satisfactory Supplemental Rulings.

IRS Communications and Cooperation. Two representatives on behalf The Company shall notify Parent of any substantive communications with the IRS regarding the Supplemental IRS Submissions and restructuring transactions contemplated by this Agreement and by the Plan of Reorganization. Notwithstanding the foregoing, a single Representative from Parent shall be given the opportunity to participate in all substantive scheduled communications after the date hereof with the IRS concerning the IRS Submissions, including all substantive scheduled conference calls and in-person meetings after the date hereof. In addition, the Company (i) shall keep Parent reasonably informed and shall consult in good faith with Parent and its tax counsel with respect to Supplemental Ruling Requests or any issue relating to the IRS Submissions and (ii) shall provide Parent with copies of all correspondence, notices, and other written materials received from the IRS after the date hereof and shall otherwise keep Parent and its tax counsel advised of significant developments, and of any substantive communications with the IRS after the date hereof, in each case, regarding the IRS Submissions and the restructuring transactions contemplated hereby by this Agreement and by the Plan of Reorganization, including, (i) all scheduled conference calls that are expected to address material issues with respect to which there is sufficient prior notice and the IRS indicates its acceptance of multiple participants and (ii) all in-person meetings. The Company shall update Parent in a timely fashion regarding any unscheduled communications from the IRS or any other communication with respect to which a Representative of Parent does not participate. The Company and Parent agree to cooperate and use their reasonable best efforts to assist in obtaining the Private Letter Ruling rulings requested in the Supplemental Ruling Request Requests (including, for the avoidance of doubt, the requested rulings rulings, if any, that are not Required Supplemental Rulings as set forth described on Exhibit HE), including providing such appropriate information and representations as the IRS shall reasonably require in connection with the Supplemental Rulings or any restructuring transactions contemplated by this Agreement and by the Plan of Reorganization. Notwithstanding the foregoing, the The Company and Parent acknowledge that certain of the requested rulings set forth in the Ruling Request address matters for which the IRS does not commonly issue private letter rulings and, as a result, there is substantial uncertainty as to what representations the IRS may require from the Debtors and Parent. Each party agrees agree to use its their commercially reasonable best efforts to provide any appropriate information and additional representations, and to negotiate representations necessary or appropriate in good faith connection with the other parties Supplemental Rulings. The Company and Parent agree to use their commercially reasonable efforts to implement any changes to the Transactionsrestructuring transactions contemplated by this Agreement and by the Plan of Reorganization to the extent such changes would not, unless otherwise agreed by Parent, result in each case as a material economic detriment to Parent or the Company or any of their respective Subsidiaries if requested by the IRS in order to issue reasonably satisfactory Supplemental Rulings; provided, however, that this sentence shall not apply to any changes to the Private Letter Ruling. No additional rulings will be requested unless mutually agreed restructuring transactions contemplated by this Agreement and by the Company and ParentPlan of Reorganization addressed by Section 1.8 of this Agreement, with respect to which the terms of Section 1.8 of this Agreement shall govern.

IRS Communications and Cooperation. Two representatives on behalf The Company shall notify Parent of any substantive communications with the IRS regarding the Supplemental IRS Submissions and restructuring transactions contemplated by this Agreement and by the Plan of Reorganization. Notwithstanding the foregoing, a single Representative from Parent shall be given the opportunity to participate in all substantive scheduled communications after the date hereof with the IRS concerning the IRS Submissions, including all substantive scheduled conference calls and in-person meetings after the date hereof. In addition, the Company (i) shall keep Parent reasonably informed and shall consult in good faith with Parent and its tax counsel with respect to Supplemental Ruling Requests or any issue relating to the IRS Submissions and (ii) shall provide Parent with copies of all correspondence, notices, and other written materials received from the IRS after the date hereof and shall otherwise keep Parent and its tax counsel advised of significant developments, and of any substantive communications with the IRS after the date hereof, in each case, regarding the IRS Submissions and the restructuring transactions contemplated hereby by this Agreement and by the Plan of Reorganization, including, (i) all scheduled conference calls that are expected to address material issues with respect to which there is sufficient prior notice and the IRS indicates its acceptance of multiple participants and (ii) all in-person meetings. The Company shall update Parent in a timely fashion regarding any unscheduled communications from the IRS or any other communication with respect to which a Representative of Parent does not participate. The Company and Parent agree to cooperate and use their reasonable best efforts to assist in obtaining the Private Letter Ruling rulings requested in the Supplemental Ruling Request Requests (including, for the avoidance of doubt, the requested rulings rulings, if any, that are not Required Fundamental Rulings as set forth described on Exhibit H), including providing such appropriate information and representations as the IRS shall reasonably require in connection with the Supplemental Rulings or any restructuring transactions contemplated by this Agreement and by the Plan of Reorganization. Notwithstanding the foregoing, the The Company and Parent acknowledge that certain of the requested rulings set forth in the Ruling Request address matters for which the IRS does not commonly issue private letter rulings and, as a result, there is substantial uncertainty as to what representations the IRS may require from the Debtors and Parent. Each party agrees agree to use its their commercially reasonable best efforts to provide any appropriate information and additional representations, and to negotiate representations necessary or appropriate in good faith connection with the other parties Supplemental Rulings. The Company and Parent agree to use their commercially reasonable efforts to implement any changes to the Transactionsrestructuring transactions contemplated by this Agreement and by the Plan of Reorganization to the extent such changes would not, unless otherwise agreed by Parent, result in each case as a material economic detriment to Parent or the Company or any of their respective Subsidiaries if requested by the IRS in order to issue reasonably satisfactory Supplemental Rulings; provided, however, that this sentence shall not apply to any changes to the Private Letter Ruling. No additional rulings will be requested unless mutually agreed restructuring transactions contemplated by this Agreement and by the Company and ParentPlan of Reorganization addressed by Section 1.8 of this Agreement, with respect to which the terms of Section 1.8 of this Agreement shall govern.