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Subject to the occurrence of the Settlement Effective Date, except as otherwise agreed in writing by the Debtors, the Required TCEH Creditor Parties, and the TCEH Official Committee (including pursuant to the Plan Support Agreement), upon consummation of an Alternative Restructuring of any or all of the TCEH Debtors (other than any TCEH Debtor whose total assets are less than 2.5% of the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims, Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Note Claims, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, in the aggregate, in Cash (which shall be subject to reduction only # pursuant to # [Section 11] of the Plan Support Agreement, # [Section 2.7] of this Settlement Agreement, and # [Section 5] of that certain Settlement & Support Agreement, dated as of , by and among EFH, EFIH, EFIH Finance, EECI, Inc., EEC Holdings, Inc., LSGT Gas Company LLC, LSGT SACROC, Inc., TCEH, the EFH/EFIH Committee, the EFH Notes Trustee, the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, and # subject to Bankruptcy Court approval of that certain Stipulation and Settlement Agreement, dated as of , by and among EFH, TCEH, EFCH, the United States on behalf of the U.S. Environmental Protection Agency, the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, by and shall not otherwise be subject to dilution or reduction as a consequence of any claim or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Payment shall be made # from the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amount of the TCEH Cash Payment), the first proceeds of any sale, transfer, or other disposition of the Prepetition Collateral (as defined in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supported by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”) and # before any payment or other distribution (including transfer) is made in connection with such an Alternative Restructuring to the holders of Allowed TCEH First Lien Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidance of doubt, any distribution of the TCEH Cash Payment that would otherwise be made to or received by holders of Allowed TCEH First Lien Deficiency Claims pursuant to this [Section 2.2(a)], if applicable, shall be subject to [Section 2.2(b)] of this Settlement Agreement.

Subject to the occurrence of the Settlement Effective Date, except as otherwise agreed in writing by the Debtors, the Required TCEH Creditor Parties, and the TCEH Official Committee (including pursuant to the Plan Support Agreement), upon consummation of an Alternative Restructuring of any or all of the TCEH Debtors (other than any TCEH Debtor whose total assets are less than 2.5% of the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims, Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Note Claims, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, in the aggregate, in Cash (which shall be subject to reduction only # pursuant to # [Section 11] of the Plan Support Agreement,Agreement and # [Section 2.7] of this Settlement Agreement, and # [Section 5] of that certain Settlement & Support Agreement, dated as of , by and among EFH, EFIH, EFIH Finance, EECI, Inc., EEC Holdings, Inc., LSGT Gas Company LLC, LSGT SACROC, Inc., TCEH, the EFH/EFIH Committee, the EFH Notes Trustee, the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, and # subject to Bankruptcy Court approval of that certain Stipulation and Settlement Agreement, dated as of , by and among EFH, TCEH, EFCH, the United States on behalf of the U.S. Environmental Protection Agency, the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, by and shall not otherwise be subject to dilution or reduction as a consequence of any claim or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Payment shall be made # from the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amount of the TCEH Cash Payment), the first proceeds of any sale, transfer, or other disposition of the Prepetition Collateral (as defined in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supported by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”) and # before any payment or other distribution (including transfer) is made in connection with such an Alternative Restructuring to the holders of Allowed TCEH First Lien Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidance of doubt, any distribution of the TCEH Cash Payment that would otherwise be made to or received by holders of Allowed TCEH First Lien Deficiency Claims pursuant to this [Section 2.2(a)], if applicable, shall be subject to [Section 2.2(b)] of this Settlement Agreement.

Subject to the occurrence of the Settlement Effective Date, except as otherwise agreed in writing by the Debtors, the Required TCEH Creditor Parties, and the TCEH Official Committee (including pursuant toCommittee, in connection with the Plan Support Agreement),or upon consummation of an Alternative Restructuring of any or all ofRestructuring, the Settling TCEH First Lien Creditors will waive, and the TCEH Debtors (other thanFirst Lien Agent will not take any TCEH Debtor whose total assets are less than 2.5%action to interfere or that is inconsistent with the waiver of, any recovery or distribution on account of the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of(but not voting rights in respect of) such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims,Claims (including on account of any recovery or distribution provided for in [Section 2.2(a)] of this Settlement Agreement) (the “Limited Waiver”) for the benefit of the holders of Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Note Claims, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, in(collectively, the aggregate, in Cash (which shall be subject to reduction only # pursuant to # [Section 11] of the Plan Support Agreement, # [Section 2.7] of this Settlement Agreement, and # [Section 5] of“Beneficiary-Claimants”), such that certain Settlement & Support Agreement, dated as of , by and among EFH, EFIH, EFIH Finance, EECI, Inc., EEC Holdings, Inc., LSGT Gas Company LLC, LSGT SACROC, Inc., TCEH, the EFH/EFIH Committee, the EFH Notes Trustee, the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, and # subject to Bankruptcy Court approval of that certain Stipulation and Settlement Agreement, dated as of , by and among EFH, TCEH, EFCH, the United States on behalf of the U.S. Environmental Protection Agency, the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, by and shall not otherwise be subject to dilution or reduction as a consequence of any claim or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Payment shall be made # from the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amount of the TCEH Cash Payment), the first proceeds of any sale, transfer, or other disposition of the Prepetition Collateral (as defined in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supported by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”) and # before any payment or other distribution (including transfer) isthat would otherwise have been made in connection with such an Alternative Restructuring toto, or for the holdersbenefit of, one or more of Allowedthe TCEH First Lien Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidanceCreditors on account of doubt, any distribution of the TCEH Cash Payment that would otherwise be made to or received by holders oftheir Allowed TCEH First Lien Deficiency Claims pursuant to thisthe Plan or an Alternative Restructuring will instead be paid or distributed pro rata to the Beneficiary-Claimants on the basis of the amounts of their respective Allowed Claims; provided, however, that, # if the Bankruptcy Court (or other court of competent jurisdiction) determines that the Limited Waiver cannot be for the benefit of only the Beneficiary-Claimants, or # the Required TCEH Unsecured Noteholders, the Required TCEH Second Lien Noteholders, and the TCEH Official Committee each agree, in consultation with the Required TCEH First Lien Creditors, that the Limited Waiver should benefit any non-Beneficiary-Claimants (in whole or in part), then the Limited Waiver shall be for the benefit of the Beneficiary-Claimants and such other holders of Allowed Unsecured Claims against the TCEH Debtors as ordered by such court or agreed to by the Required TCEH Unsecured Noteholders, the Required TCEH Second Lien Noteholders, and the TCEH Official Committee, in consultation with the Required TCEH First Lien Creditors, but in no event shall include the holders of Allowed TCEH First Lien Deficiency Claims, such that any payment or other distribution (including transfer) that would otherwise have been made to, or for the benefit of, one or more of the TCEH First Lien Creditors on account of their Allowed TCEH First Lien Deficiency Claims pursuant to the Plan or an Alternative Restructuring will instead be paid or distributed pro rata to the Beneficiary-Claimants and such other holders of Allowed Unsecured Claims against the TCEH Debtors on the basis of the amounts of their respective Allowed Claims. For the avoidance of doubt, # under no circumstances will any holder of a TCEH First Lien Deficiency Claim receive on account of such claim any portion of or distribution from the TCEH Cash Payment, and # the Limited Waiver shall not increase the aggregate amount of payments, distributions or transfers required pursuant to [Section 2.2(a)], if applicable, shall be subject to [Section 2.2(b)] of this Settlement Agreement.Agreement and only relates to the allocation of such payments, distributions and transfers as between the holders of Allowed Unsecured Claims against the TCEH Debtors.

Subject to the occurrence of the Settlement Effective Date, except asUnless otherwise agreed in writing by the Debtors, the Required TCEH Creditor Parties,Unsecured Noteholders, and the Required TCEH Second Lien Noteholders including pursuant to the Plan Support Agreement, upon the consummation of a Restructuring (other than the Plan) of any of the Debtors and payment of the TCEH Cash Payment and the EFH Interests Proceeds (if any), as applicable, in accordance with [Sections 2.2(a) and 2.3(a)])] of this Settlement Agreement # the Debtors shall be included in the definitions of “Debtor Released Parties” and “Debtor Party Releasor Parties” under this [Section 2.4] solely with respect to the Settling TCEH Unsecured Noteholders, Settling TCEH Second Lien Noteholders, the TCEH Unsecured Notes Trustee (if made a Party hereto), the TCEH Second Lien Notes Trustee (if made a Party hereto), and the TCEH Official Committee (including pursuant(and, for the avoidance of doubt, not with respect to the Plan Support Agreement), upon consummation of an Alternative Restructuring of any or all of the TCEH Debtors (other than any TCEH Debtor whose total assets are less than 2.5% of the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims, Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Note Claims, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, in the aggregate, in Cash (which shall be subject to reduction only # pursuant to # [Section 11] of the Plan Support Agreement, # [Section 2.7] of this Settlement Agreement, and # [Section 5] of that certain Settlement & Support Agreement, dated as of , by and among EFH, EFIH, EFIH Finance, EECI, Inc., EEC Holdings, Inc., LSGT Gas Company LLC, LSGT SACROC, Inc., TCEH, the EFH/EFIH Committee, the EFH Notes Trustee, the Settling TCEH First Lien Creditors signatory thereto,or the Plan Sponsors,TCEH First Lien Agent (if made a Party hereto)), and # the TCEH Unsecured Note Claims and the TCEH Official Committee, and # subject to Bankruptcy Court approval of that certain Stipulation and Settlement Agreement, dated as of , by and among EFH, TCEH, EFCH,Second Lien Note Claims (but, in no event, the United States on behalf of the U.S. Environmental Protection Agency, the Settling TCEH First Lien Creditors signatory thereto,Claims or Claims for any of the Plan Sponsors, and the TCEH Official Committee, by and shall not otherwise be subject to dilutionEFH Debtors’ or reduction as a consequence of any claimEFIH Debtors’ funded indebtedness or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Paymentswap obligations) shall be made # fromdeemed to be included within the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amount of the TCEH Cash Payment), the first proceeds of any sale, transfer, or other disposition of the Prepetition Collateral (as definedreleases in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supported by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”)[[Sections 2.3 and # before any payment or other distribution (including transfer) is made in connection with such an Alternative Restructuring to the holders of Allowed TCEH First Lien Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidance of doubt, any distribution of the TCEH Cash Payment that would otherwise be made to or received by holders of Allowed TCEH First Lien Deficiency Claims pursuant to this [Section 2.2(a)], if applicable, shall be subject to [Section 2.2(b)4]4]] of this Settlement Agreement.

Subject to the occurrence of the Settlement Effective Date, except asUnless otherwise agreed in writing by the Debtors, the Required TCEH Creditor Parties,Unsecured Noteholders, and the Required TCEH Second Lien Noteholders including pursuant to the Plan Support Agreement, upon the consummation of a Restructuring (other than the Plan) of any of the Debtors and payment of the TCEH Cash Payment and the EFH Interests Proceeds (if any), as applicable, in accordance with [[Sections 2.2(a) and 2.3(a)])]] of this Settlement Agreement # the Debtors shall be included in the definitions of “Debtor Released Parties” and “Debtor Party Releasor Parties” under this [Section 2.4] solely with respect to the Settling TCEH Unsecured Noteholders, Settling TCEH Second Lien Noteholders, the TCEH Unsecured Notes Trustee (if made a Party hereto), the TCEH Second Lien Notes Trustee (if made a Party hereto), and the TCEH Official Committee (including pursuant(and, for the avoidance of doubt, not with respect to the Plan Support Agreement), upon consummation of an Alternative Restructuring of any or all of the TCEH Debtors (other than any TCEH Debtor whose total assets are less than 2.5% of the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims, Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Note Claims, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, in the aggregate, in Cash (which shall be subject to reduction only # pursuant to # [Section 11] of the Plan Support Agreement, # [Section 2.7] of this Settlement Agreement, and # [Section 5] of that certain Settlement & Support Agreement, dated as of , by and among EFH, EFIH, EFIH Finance, EECI, Inc., EEC Holdings, Inc., LSGT Gas Company LLC, LSGT SACROC, Inc., TCEH, the EFH/EFIH Committee, the EFH Notes Trustee, the Settling TCEH First Lien Creditors signatory thereto,or the Plan Sponsors,TCEH First Lien Agent (if made a Party hereto)), and # the TCEH Unsecured Note Claims and the TCEH Official Committee, and # subject to Bankruptcy Court approval of that certain Stipulation and Settlement Agreement, dated as of , by and among EFH, TCEH, EFCH,Second Lien Note Claims (but, in no event, the United States on behalf of the U.S. Environmental Protection Agency, the Settling TCEH First Lien Creditors signatory thereto,Claims or Claims for any of the Plan Sponsors, and the TCEH Official Committee, by and shall not otherwise be subject to dilutionEFH Debtors’ or reduction as a consequence of any claimEFIH Debtors’ funded indebtedness or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Paymentswap obligations) shall be made # fromdeemed to be included within the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amount of the TCEH Cash Payment), the first proceeds of any sale, transfer, or other disposition of the Prepetition Collateral (as definedreleases in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supported by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”)[[Sections 2.3 and # before any payment or other distribution (including transfer) is made in connection with such an Alternative Restructuring to the holders of Allowed TCEH First Lien Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidance of doubt, any distribution of the TCEH Cash Payment that would otherwise be made to or received by holders of Allowed TCEH First Lien Deficiency Claims pursuant to this [Section 2.2(a)4]4]], if applicable, shall be subject to [Section 2.2(b)]4] of this Settlement Agreement.

SubjectIn exchange for the applicable Parties’ agreements contained in the Plan Support Agreement, as well as their agreement to the occurrence ofsettlements and releases set forth herein, TCEH shall, not later than the first Business Day following the Settlement Effective Date, exceptpay the reasonable and documented out-of-pocket fees, expenses, and reimbursements of # the members of the ad hoc committee of TCEH First Lien Creditors and (ii)(A) the TCEH Unsecured Group (but not the individual members thereof), # the TCEH Unsecured Notes Trustee, # the TCEH Second Lien Group (but not the individual members thereof), # the TCEH Second Lien Trustee, and # The Bank of New York Mellon Trust Company, N.A., as otherwise agreedcollateral agent under the TCEH Second Lien Notes Indenture (the foregoing fees, expenses, and reimbursements in writing[clause (ii)], collectively, the “Professional Fees”); provided, however, that the aggregate fees, expenses, and reimbursements payable to the foregoing Parties under this [Section 2.7(a)(ii)] for the period before and including , shall not exceed . Upon the Effective Date of the Plan, EFH shall reimburse TCEH in cash for the Professional Fees paid pursuant to this [Section 2.7], provided, however, that EFH shall have no obligation to reimburse TCEH for the Professional Fees paid pursuant to this [Section 2.7] in the event that the Effective Date of the Plan does not occur. If the Effective Date of the Plan does not occur, under any Alternative Restructuring, the TCEH Cash Payment shall be reduced by the Debtors,amount of the RequiredProfessional Fees actually paid pursuant to this [Section 2.7]. The Settling TCEH Creditor Parties,Unsecured Noteholders, Settling TCEH Second Lien Noteholders and the TCEH Official Committee (including pursuant to the Plan Support Agreement), upon consummationagree that, solely for purposes of an Alternative Restructuring of any or all ofallocating the TCEH Debtors (other than any TCEH Debtor whose total assets are less than 2.5% ofCash Payment among the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims, Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Claim, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH: # the Professional Fees of the TCEH Unsecured Group and TCEH Second Lien Group that # are actually paid pursuant to this [Section 2.7], and # are not subject to or covered by the TCEH Unsecured Notes Trustee’s and TCEH Second Lien Notes Trustee’s “charging liens,” respectively, shall reduce pro rata the distributions to all holders of Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Claim, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, inbased on the aggregate, in Cash (which shall be subject to reduction only # pursuant to # [Section 11]amounts of the Plan Support Agreement, # [Section 2.7] of this Settlement Agreement,respective distributions such holders would otherwise have received but for such reduction and # [Section 5] of that certain Settlement & Support Agreement, dated as of , by and among EFH, EFIH, EFIH Finance, EECI, Inc., EEC Holdings, Inc., LSGT Gas Company LLC, LSGT SACROC, Inc., TCEH,taking into account the EFH/EFIH Committee, the EFH Notes Trustee, the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, and # subject to Bankruptcy Court approval of that certain Stipulation and Settlement Agreement, dated as of , by and among EFH, TCEH, EFCH, the United States on behalfeffect of the U.S. Environmental Protection Agency,Limited Waiver; # the Settling TCEH First Lien Creditors signatory thereto, the Plan Sponsors, and the TCEH Official Committee, by and shall not otherwise be subject to dilution or reduction as a consequence of any claim or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Payment shall be made # from the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amountProfessional Fees of the TCEH Cash Payment), the first proceeds of any sale, transfer,Unsecured Group and TCEH Unsecured Notes Trustee that # are actually paid pursuant to this [Section 2.7] and # are subject to or other disposition of the Prepetition Collateral (as defined in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supportedcovered by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”) and # before any payment or other distribution (including transfer) is made in connection with such an Alternative RestructuringTCEH Unsecured Notes Trustee’s “charging lien” shall reduce pro rata the distributions to the holders of Allowed TCEH First LienUnsecured Notes Claims based on the amounts of their Allowed Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidance of doubt, any distributionProfessional Fees of the TCEH Cash PaymentSecond Lien Group and TCEH Second Lien Notes Trustee that would otherwise be made# are actually paid pursuant to this [Section 2.7] and # are subject to or receivedcovered by the TCEH Second Lien Notes Trustee’s “charging lien,” shall reduce pro rata the distributions to holders of Allowed TCEH FirstSecond Lien DeficiencyNote Claims pursuant to this [Section 2.2(a)], if applicable, shall be subject to [Section 2.2(b)]based on the amounts of this Settlement Agreement.their Allowed Claims.

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