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 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 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 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. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

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 period commencing beginning on the date the Bankruptcy Court enters an order approving the Merger of this Agreement (such date, the “Approval Date”) and ending on the earlier of the Purchase First Closing Date or the Termination Date (such periodDate, the “Approval Period”), Oncor Holdings 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 Approval 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 Approval 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). (b) As of On the Approval Datedate hereof, Oncor Holdings the Company and Oncor represent that as of such dateits Subsidiaries will immediately cease and cause to be terminated any existing activities, they are not in discussions or negotiations with any Person Persons conducted prior to the date hereof with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying Proposal, other than with their respective obligations under Section 4(a)respect to any Backup Restructuring Proposal. (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

Alternative Proposals. (a) Notwithstanding anything Subject to the contrary herein, except as specifically permitted by provisions of this Section 4(c) with respect to a Permitted Alternative Proposal4.16, during the period commencing on the date hereof and continuing until the Bankruptcy Court enters an order approving earlier to occur of the Merger Agreement (such dateEffective Time and the Termination Date, the “Approval Date”) Company and ending on the earlier of the Purchase Closing Date or the Termination Date (such period, the “Approval Period”), Oncor Holdings and Oncor its Subsidiary shall not, and shall use its and their reasonable best efforts to cause each of its and their respective Subsidiaries Representatives 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, solicit, propose, initiate or knowingly encourage any inquiry with respect to, or knowingly inducethe making, the submission or announcement of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order (ii) furnish to satisfy its fiduciary obligations and its obligations pursuant any person (other than Parent or Merger Sub or their respective designees) any non-public information relating to the LLC Agreements and Company and/or its Subsidiary, or afford to any person access to the Investor Rights Agreement and maybusiness, properties, assets, books, records or other non-public information, or to any personnel, of the Company and/or its Subsidiary (other than Parent or Merger Sub or their respective designees), in response any such case relating to communications from an Alternative Proposal or any inquiries or the making of any proposal that could lead to an Alternative Proposal, (without iii) engage in, continue or otherwise limiting participate in any discussions or negotiations regarding any Alternative Proposal with any person, except to notify such person as to the existence of the provisions of this Section 44.16, (iv) approve, endorse or recommend an Alternative Proposal, (v) grant any waiver, amendment or release under any standstill or confidentiality agreement (except for any portion of its direct equityholders any such standstill or confidentiality agreement that restricts the ability of a person to communicate an Alternative Proposal to the Special Committee or the Board of Directors of the Company), or anti-takeover laws, (vi) otherwise knowingly facilitate any third party who makes effort or seeks attempt by any person 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 (iiivii) enter into any written letter of intent, intent or agreement in principle or other any agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Approval Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of providing for any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including other than 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 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(aAcceptable Confidentiality Agreement); 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. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained set forth in this Section 4(a)4.16 or elsewhere in this Agreement, any at all times during the period commencing on the date of Oncor Holdings execution of this Agreement and Oncor and their Subsidiaries may, but only upon continuing until the request receipt of the Company Shareholder Approval, the Company (acting under the direction of the Special Committee) may, directly or EFIHindirectly through one or more affiliates or Representatives, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company and/or its Subsidiary to, and/or afford access to the business, properties, assets, books, records or other non-public information, or to the personnel, of the Company and/or its Subsidiary pursuant to an Acceptable Confidentiality Agreement to (provided that the Company shall promptly make available to Parent and Merger Sub any material non-public information concerning the Company and/or its Subsidiary that is provided to any person given such access which was not previously made available to Parent or Merger Sub or their respective Representatives) any person (and/or its affiliates or Representatives) that has made or delivered to the Company an Alternative Proposal that was not solicited in breach of Section 4.16(b); provided that, prior to initiating any such action: (i) negotiate the Special Committee shall have determined in good faith (after consultation with stakeholders of the Debtors, facilitate its financial advisor and document the terms of a Permitted outside legal counsel) that such Alternative Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal, and (ii) the Special Committee or the Board of Directors of the Company shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary obligations to the stockholders of the Company under applicable Laws. (c) Except as provided by Section 4.16 (d), at any time after the execution of this Agreement, neither the Special Committee nor the Board of Directors of the Company shall: (i) resolve to withdraw, modify or qualify and/or withdraw, modify or qualify the Recommendation in a manner adverse to Parent and/or Merger Sub (a “Change of Recommendation”); or (ii) cause or permit the Company or its Subsidiary to enter into an any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted other similar agreement (an “Alternative Proposal; provided, however, that Acquisition Agreement”) relating to any Alternative Proposal (other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretionAcceptable Confidentiality Agreement). (d) Notwithstanding anything to the contrary contained set forth in this Agreement, at any time prior to the receipt of the Company Shareholder Approval, (x) if the Company is then in receipt of a bona fide written Alternative Proposal from any person that is not withdrawn and that the Special Committee or the Board of Directors of the Company concludes in good faith (after consultation with its financial advisor and outside legal counsel) that such Alternative Proposal constitutes a Superior Proposal after giving effect to all provisions of this Agreement, the Special Committee or the Board of Directors of the Company may (1) effect a Change of Recommendation, and/or (2) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend, to the stockholders of the Company any Superior Proposal and authorize the Company to terminate this Agreement in accordance with Section 4(c7.1(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal (provided, that in such event under this clause (2), the Company concurrently terminates this Agreement pursuant to Section 7.1(h) and enters into a definitive Alternative Acquisition Agreement with respect to such provisions Superior Proposal), or (y) if an event, fact, circumstance, development or occurrence that affects, or would reasonably be expected to affect, the business, assets, operations or results of operations of the Company or its Subsidiary and that has not occurred or is unknown to the Board of Directors of the Company as of the date of this Agreement (an “Intervening Event”) occurs or becomes known to the Special Committee or the Board of Directors of the Company, then the Special Committee or the Board of the Directors of the Company may effect a Change of Recommendation, if and only if: (i) in the case of clauses (x) and (y) above, the Special Committee or the Board of Directors of the Company shall not have determined in good faith (after consultation with its financial advisor and outside legal counsel) that failure to take such action would be construed inconsistent with the directors’ exercise of their fiduciary obligations to permitthe Company Shareholders under applicable Laws; (ii) in the case of clauses (x) and (y) above, (A) the Company shall have provided prior written notice to Parent at least five (5) days in advance (the “Notice Period”), to the effect that absent any revision to the terms and Oncor Holdings conditions of this Agreement, the Special Committee or the Board of Directors of the Company has resolved to effect a Change of Recommendation and/or to terminate this Agreement pursuant to Section 7.1(g) or Section 7.1(h), which notice shall specify, as applicable, in reasonable detail the material terms and Oncor conditions of any such Superior Proposal (including the identity of the person making the Superior Proposal and their Subsidiaries the ultimate beneficial owner or owners and controlling persons thereof, to the extent such information is reasonably available to the Company) or such Intervening Event; and shall nothave contemporaneously provided a copy of each relevant proposed transaction agreement with the party making such Superior Proposal and any other material documents, including the then current form of Alternative Acquisition Agreement; (B) prior to effecting such Change of Recommendation, or, in the case of a Superior Proposal, approving or recommending such Superior Proposal or terminating this Agreement to enter into a proposed definitive agreement with respect to such Superior Proposal, the Company shall, and shall cause their respective Representatives not its financial and legal advisors to, during the Notice Period, negotiate with the Parent and its Representatives in good faith (to the extent the Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement as would allow the Special Committee or support the Board of Directors of the Company not to effect a Change of Recommendation and/or terminate this Agreement; and (C) the Special Committee or the Board of Directors of the Company shall have considered in good faith any filings changes to this Agreement offered in writing by Parent and shall have determined that the Superior Proposal would continue to constitute a Superior Proposal if such changes were to be given effect; provided that in the event of any material or substantive revisions to the Alternative Proposal that the Special Committee or the Board of Directors of the Company has determined to be a Superior Proposal, the Company shall be required to deliver a new written notice to the Parent and to comply with the requirements of Section 4.16 hereof (including this Section 4.16(d)) with respect to such new written notice; provided, that if the Superior Proposal involves an acquisition proposal described in Section 4.16(l)(ii), the parties expressly acknowledge that Parent’s rights hereunder shall, in addition to the foregoing, include the right not only to offer changes to this Agreement, but also the right to submit an Alternative Acquisition Agreement with respect to such Superior Proposal, which the Special Committee or submissions the Board of Directors of the Company shall consider in good faith and in compliance with the provisions of this Section 4.16(d), and if the Special Committee or inquiries the Board of Directors of the Company determines that any such Superior Proposal described in Section 4.16(l)(ii) no longer constitutes a Superior Proposal in relation to any Governmental Entitythe terms of Parent’s Alternative Acquisition Agreement, the Special Committee or the Board of Directors of the Company shall approve Parent’s Alternative Acquisition Agreement and this Agreement shall be deemed to have been terminated pursuant to Section 7.1(a) upon the parties entering into such Alternative Acquisition Agreement. (iii) in the case of clause (x) above, the Company shall have complied in all material respects with its obligations under this Section 4.16 with respect to such Superior Proposal; and (iv) in the case of clause (x)(2) above, the Company shall have validly terminated this Agreement in accordance with Section 7.1(h), including the PUCTpayment of the Termination Fee in accordance with Section 7.2(a). None of the Company, the FCC Special Committee or the Board of Directors of the Company shall enter into any binding agreement with any person to limit or not to give prior notice to Parent of its intention to affect a Change of Recommendation or to terminate this Agreement, in each case, in light of a Superior Proposal. (e) The Company agrees that it will keep Parent reasonably informed regarding the matters contemplated by this Section 4.16 (including any Alternative Proposals). Without limiting the generality of the foregoing, (i) the Company agrees that it will promptly (and, in any event, within forty-eight (48) hours) notify Parent if any proposals or offers with respect to an Alternative Proposal are received by the Company or any of its Representatives indicating, in connection with such notice, the identity of the person or group of persons making such offer or proposal, the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep Parent reasonably informed, on a prompt basis, of the status and terms of any such proposals or offers (including any amendments thereto) and the FERCstatus of any such discussions or negotiations, including any change in the Company’s intentions as previously notified and (ii) after the date hereof, the Company agrees that it will promptly (and, in any event, within forty-eight (48) hours) notify Parent if any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company or any of its Representatives indicating, in connection with such notice, the identity of the person or group of persons and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified. (f) Nothing contained in this Agreement shall prohibit the Company, the Special Committee or the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, from (i) issuing a “stop, look and listen” statement pending disclosure of its position thereunder, or (ii) making any disclosure to its stockholders if the Special Committee or the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable Law or would constitute a violation of applicable Law. It is understood and agreed that, for purposes of this Agreement (including Article VII), a factually accurate public statement by the Company that describes the Company’s receipt of an Alternative Proposal and the operation of this Agreement with respect thereto, or any “stop, look and listen” communication by the Special Committee or the Board of Directors of the Company, shall not constitute a Change of Recommendation or an approval or recommendation with respect to any Alternative Proposal. (g) Other than with respect to its financial advisor, neither Parent nor Merger Sub, nor any of their respective affiliates, shall make or support enter into any public statements formal or informal arrangements or understandings (whether or not binding) with any person, or have any discussions or other communications with any other person, in any such case with respect to any Alternative Proposal or involving the Company. (h) The Company shall not take any Permitted Alternative Proposal at action to exempt any time during the Approval Period; providedperson (other than Parent, however, that the Oncor Entities Merger Sub and their Representatives may respective affiliates) from the restrictions on “business combinations” contained in Section 203 of the DGCL (as if the Company were subject to Section 203, which as a Colorado corporation it is not) or otherwise cause such restrictions not to apply, other than in connection with a termination of this Agreement under Section 7.1(g) or Section 7.1(h) (and the payment of any fee required pursuant to Section 7.2). (i) respond As used in this Agreement, “Acceptable Confidentiality Agreement” shall mean a customary confidentiality and standstill agreement that contains confidentiality and standstill provisions that are not materially less favorable in the aggregate to requests, communications, or directives received the Company than those contained in the Confidentiality Agreement (provided that such confidentiality agreement shall not be required to restrict a person from any Governmental Entity, whether in writing or otherwise, with respect to any communicating an Alternative Proposal to the Special Committee or Permitted Alternative Proposalthe Board of Directors of the Company, and (ii) take provided further that such action as required, confidentiality agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or reasonably requested without solicitation, by a Governmental Request or Order having the effect of otherwise prohibiting the Company from compliance with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis provisions of material developments in connection therewith this Section 4.16 or, to the extent not prohibited by applicable Law or applicable, a confidentiality agreements with third parties. (e) For purposes agreement entered into prior to the execution of this Letter Agreement:.

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 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 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 Approval 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 Approval 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. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

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 period commencing on From and after the date the Bankruptcy Court enters an order approving the Merger Agreement (such datehereof, the “Approval Date”Company agrees that it (i) will not, its subsidiaries will not, and ending on the earlier it will not authorize or permit any of 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 Purchase Closing Date foregoing) to, 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 Termination Date making of any proposal or offer (such periodincluding, the “Approval Period”)without limitation, 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 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 Approval 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 Approval 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; 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. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, provided however, that notwithstanding any other than any required disclosure to the Purchasers hereunderprovision hereof, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives Company may (i) respond at any time prior to requeststhe time the Company shareholders shall have voted to approve this Agreement engage in discussions or negotiations with a third party who (without any solicitation, communicationsinitiation, encouragement, discussion or directives received from any Governmental Entitynegotiation, whether in writing directly or otherwiseindirectly, by or with respect the Company or its representatives after the date hereof) seeks to any Alternative Proposal initiate such discussions or Permitted Alternative Proposalnegotiations and may furnish such third party information concerning the Company and its business, properties and assets if, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith only to the extent not prohibited by applicable Law or confidentiality agreements with that, (A)(x) the third parties. (e) For purposes party has first made an Alternative Proposal that is financially superior to the terms of this Letter Agreement:the Merger and has

Alternative Proposals. Each Party agrees that: (a) Notwithstanding anything After the date hereof and prior to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the 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 (earlier termination of this Agreement, such period, the “Approval Period”), Oncor Holdings and Oncor Party shall not, and shall not permit any of its Affiliates to, and such Party shall, and shall cause each of their respective Subsidiaries its Affiliates to, cause each officer, director and employee of such Party and its Affiliates, and each attorney, accountant, investment banker, financial advisor and other agent retained by them, not to, directly or indirectly, initiate, solicit or encourage the submission of any proposal or offer to acquire or operate all or any material part of its Contributed Business or to acquire any Person (including such Party) that directly or indirectly owns all or any part of its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture or otherwise, and shall whether for cash, securities or any other consideration or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative Transaction"). Such Party will immediately cease and cause the directors (to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties 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) Party commenced heretofore with respect to an Alternative Proposal. In addition, during the 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 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 litigationTransactions. (b) As Notwithstanding the provisions of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a3.9(a), any of Oncor Holdings in response to a proposal for an Alternative Transaction (an "Alternative Proposal") that is unsolicited and Oncor and their Subsidiaries may, but only upon made after the request of the Company or EFIHdate hereof, (i) negotiate such Party may engage in discussions or negotiations regarding such Alternative Proposal with stakeholders of the Debtors, facilitate and document the terms of a Permitted Person who makes such Alternative Proposal and (ii) enter into an such Party may furnish to any such Person (subject to the execution of a confidentiality agreement or agreements with the stakeholders containing confidentiality provisions substantially similar to those of the Debtors regarding support for and/or financing of Confidentiality Agreements) confidential or non-public information concerning such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law Party or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretionits Affiliates. (dc) Notwithstanding anything to Such Party shall immediately notify the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to other Party of its receipt of any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond request for confidential or non-public information relating to requests, communications, such Party or directives received from any Governmental Entity, whether its Affiliates in writing or otherwise, connection with respect to any an Alternative Proposal or Permitted for access to the properties, books or records of such Party or any Affiliate by any Person that it is considering making, or has made, an Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

Alternative Proposals. (a) Notwithstanding anything The Company agrees (x) that neither it nor any of its Subsidiaries shall, and the Company shall cause its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to the contrary herein, except as specifically permitted by Section 4(cits stockholders) with respect to a Permitted merger, acquisition, consolidation, share exchange or similar transaction involving, or any purchase of all or any significant portion of the assets or any securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, during or otherwise facilitate (including by waiving the period commencing on the date the Bankruptcy Court enters terms of any confidentiality or standstill agreement) any effort or attempt to make or implement an order approving the Merger Agreement Alternative Proposal and (such datey) that it will immediately cease and cause to be terminated any existing activities, the “Approval Date”) and ending on the earlier discussions or negotiations with any parties conducted heretofore with respect to any 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 toforegoing, and shall cause it will take the directors (other than necessary steps to inform the Minority Member Directors (as defined individuals or entities referred to above of the obligations undertaken 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 47.1. (b) Notwithstanding the foregoing, nothing contained in this Section 7.1 shall prohibit the Board of Directors of the Company or its designees from furnishing information to or entering into discussions or negotiations with any of its direct equityholders person or any third party who entity that makes or seeks to make an unsolicited bona fide written Alternative Proposal, make available public if, and non-public only to the extent that, (w) the furnishing of such information is pursuant to a reasonable and customary confidentiality agreement, (but only if such equityholder or third party has executed a confidentially which confidentiality agreement with Oncor shall be on terms no less more favorable in the aggregate to such person or entity than those set forth in the Oncor Entities confidentiality agreement between the Company and Apollo Management, L.P.), (x) the Board of Directors of the Company determines in good faith after consultation with outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (y) the Board of Directors of the Company determines in good faith after consultation with its financial advisor that such Alternative Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person or entity making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement and (z) the Company is otherwise in compliance with this Section 7.1. Nothing in this Section 7.1 shall prevent the Company from complying with Rule 14e-2 under the Exchange Act, to the extent applicable. (c) The Company agrees that it will notify Sub immediately if any such inquiries or proposals are received by (including the identity of the party making the inquiry or proposal and the terms of the Confidentiality Agreement) so long as proposal), any such Oncor Entity promptly provides information is requested from the Company, or makes available any such negotiations or discussions are sought to be initiated or continued with the Company. The Company agrees that it will keep Sub informed, on an immediate basis, of the status and the terms of any such discussions or negotiations, including any amendments or modifications to the Purchasers such non-public information made available proposal. (d) Nothing in this Section 7.1 shall (x) permit the Company to such equityholder or third party terminate this Agreement (to the extent it has not already been except as specifically provided or made available to the Purchasersin Article 9 hereof), (iiy) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) permit the Company to enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or writtenother than the confidentiality agreement contemplated by Section 7.1(b)(w)) with respect to an Alternative Proposal. In addition, Proposal during the Approval Periodterm of this Agreement, Oncor Holdings and Oncor shall promptly advise Parent in writing it being agreed that during the term of any Alternative Proposal, including, unless prohibited by applicable Lawthis Agreement, 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 Company 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 Approval Period, neither Oncor Holdings nor Oncor shall not enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers person 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 ofprovides for, or response toin any way facilitates, an Alternative Proposal, or (z) affect any action, suit, claim, cause of action or other form of litigation. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request obligation of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretionunder this Agreement. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

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 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 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 Approval 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 Approval 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. (b) As of the Approval Datedate hereof, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement in force that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

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 period commencing on the date the Bankruptcy Court enters or recommend or endorse any Alternative Proposal, or participate in any discussions or negotiations, or provide third parties with any nonpublic information, relating to any such inquiry or proposal or otherwise facilitate any effort or attempt to make or implement 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 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 Approval 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 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 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. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order advise Zenith of any developments with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to immediately upon the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third partiesoccurrence thereof. (e) For purposes of this Letter Agreement:

Alternative Proposals. (a) Notwithstanding anything The Unitholders will, and will cause their respective Subsidiaries and directors, officers, and employees, and will use commercially reasonable efforts to the contrary hereincause their respective other Representatives and their Affiliates to, except as specifically permitted by Section 4(c) immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to a Permitted an Alternative Proposal, during the period commencing on the date the Bankruptcy Court enters an order approving the Merger Agreement (such date. Except as permitted by this Section 2.1, 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 Unitholders will not, shall and will cause each of their respective Subsidiaries and directors, officers and employees not to, and shall will use commercially reasonable efforts to cause the directors (their respective other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants Representatives and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) their Affiliates and their respective Representatives not to, directly or indirectly, (i) initiate, solicit, propose, knowingly encourage or knowingly inducefacilitate any inquiry, the submission of, any Alternative Proposal; provided, however, proposal or offer that would reasonably be expected to lead to 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 (iiiii) enter into participate in any written letter of intentdiscussions or negotiations regarding, agreement in principle or other agreement furnish (whether or not legally binding and whether or not oral or writtenafford access to) with respect to an Alternative Proposal. In addition, during the 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 Person any subsequent material modification non-public information that could reasonably be expected 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 give rise to any Alternative Proposal. During Promptly following the Approval Perioddate hereof, neither Oncor Holdings nor Oncor shall enter into any agreement with the Unitholders shall: (A) withdraw and terminate access that was granted to any Person which prohibits (other than the Parent Entities and their Representatives) to any Oncor Entity from providing “data room” (virtual or physical) that was established in connection with the transactions contemplated by the Merger Agreement and (B) exercise any contractual rights available to any of them to cause each Person (other than the Parent Entities and their Representatives) who received non-public or confidential information of any of the Partnership Entities or any of their Subsidiaries to cause such Persons to promptly return to the Purchasers that they are expressly entitled to receive from Oncor Holdings Unitholders 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. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of destroy such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) information. Notwithstanding anything to the contrary contained in this Section 4(a)2.1, if at any time following the date of Oncor Holdings this Agreement and Oncor prior to obtaining the Partnership Unitholder Approval, (1) the Partnership has received a written Alternative Proposal, which was not solicited after the date of this Agreement, that the Partnership Board believes is bona fide and their Subsidiaries did not result from a breach of this Section 2.1 or Section 6.5 of the Merger Agreement and (2) the Partnership Board, after consultation with its financial advisors and outside legal counsel, determines in good faith that such Alternative Proposal constitutes or could reasonably be expected to lead to or result in a Superior Proposal, then each Unitholder may, but only upon the request of the Company or EFIHsubject to clauses (x) and (y) below, (iI) negotiate furnish information, including confidential information, with stakeholders of respect to the Debtors, facilitate and document Partnership or its Affiliates to the terms of a Permitted Person making such Alternative Proposal and (iiII) enter into an agreement participate in discussions or agreements with the stakeholders of the Debtors negotiations regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, provided that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) (I) at least 24 hours prior to keep confidential any solicitationfurnishing such LA\4235453.7 US 3686386v.10 non-public information to, negotiationor entering into discussions or negotiations with, facilitationsuch Person, the Partnership gives Parent written notice of the identity of such Person, and documentation the intention to furnish non-public information to, or enter into discussions or negotiations with, such Person and (II) the Partnership received from such Person, and delivers to Parent a copy of, an executed confidentiality agreement containing provisions, including limitations on the use and disclosure of non-public written and oral information furnished to such Person by or on behalf of the applicable Oncor Partnership, not materially less favorable to the Partnership than the provisions of the Confidentiality Agreements are to the Partnership Entities of a Permitted Alternative Proposal and (y) the Partnership will provide to enter into confidentiality agreements Parent any non-public information was not previously provided or made available to Parent prior to or substantially concurrently with any counterparty providing or making available such non-public information to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case other Person. (b) In addition to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions obligations of the Unitholders set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in this Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT2.1, the FCC Unitholders will promptly (and the FERCin no event later than twenty-four (24) hours after receipt) advise Parent in writing if any proposal, offer or inquiry is received by, any information is requested from, or make any discussions or support negotiations are sought to be initiated with, the Unitholders in respect of any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take shall, in any such action as requirednotice to Parent, indicate the identity of the Person making such proposal, offer, or reasonably requested without solicitation, by a Governmental Request inquiry and the terms and conditions of any proposals or Order offers (and shall include with respect such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Parent reasonably informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and such Unitholder shall promptly, and in any event within twenty-four (24) hours, provide Parent with copies of any additional written materials received by the Unitholders or that such Unitholder has delivered to any third party making an Alternative Proposal that relate to such proposals, offers, inquiries or Permitted Alternative Proposalrequests) and of the status of any such discussions or negotiations. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice Each Unitholder agrees that neither such Unitholder nor any of its Subsidiaries will enter into any agreement with any person subsequent to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes date of this Letter Agreement:Agreement which prohibits such Unitholder from providing any information to Parent in accordance with this Section 2.1.

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 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 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 Approval 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 Approval 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. (b) As of the Approval Datedate the Bankruptcy Court has entered an order approving entry into the Merger Agreement, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

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 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 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 Approval 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 Approval 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. (b) As of the Approval Datedate hereof, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement in force that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

Alternative Proposals. (a) Notwithstanding anything Subject to the contrary hereinprovisions of this Section 8.4, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, at all times during the period commencing on with Effective Date and continuing until the date earlier to occur of the Bankruptcy Court enters an order approving termination of this Agreement and the Merger Agreement (such dateSecond Closing 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 Company shall not, and shall cause each of their respective Subsidiaries its officers and directors not to, and shall use its reasonable best efforts to cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, its and its Subsidiaries’ employees, investment bankers, attorneys, accountants attorneys and other advisors, consultants, agents advisors or representatives (collectively with officers and directors of any Oncor Entity (collectivelythe Company, “Representatives”) not to, (i) solicit, initiate, solicitencourage, proposeor induce any inquiry with respect to, knowingly encourage or knowingly inducethe making, the submission or announcement of, any Alternative Proposal; providedproposal or offer which would reasonably be expected to lead to a merger, howeveracquisition, that an Oncor Entity may interact with its equityholders consolidation, tender offer, exchange offer or similar transaction involving, or any proposal or offer to purchase or acquire in order to satisfy its fiduciary obligations any manner (A) assets representing 10% or more of the assets of the Company and its obligations pursuant Subsidiaries, taken as a whole, (B) an equity interest in 10% or more of the Equity Securities or (C) any other transaction that is or would be an alternative to the LLC Agreements and the Investor Rights transactions contemplated by this Agreement and may(any such proposal or offer being hereinafter referred to as an “Axxxxxxxxxx Xxxxxxxx”), (xx) enter into, participate, continue or otherwise engage in response to communications from (without otherwise limiting the provisions of this Section 4) discussions or negotiations with, or provide 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 (other than the Purchaser, its Affiliates and its respective representatives) with respect toto any inquiries regarding, or the making of, an Acquisition Proposal or that would otherwise reasonably be expected to lead to any Alternative Acquisition Proposal, or (iii) approve, endorse or recommend any Acquisition Proposal or (iv) enter into or approve any written letter of intent, agreement in principle principle, acquisition agreement or other similar agreement (whether relating to an Acquisition Proposal. The Company shall immediately terminate, and shall cause its Representatives to immediately terminate, all discussions or not legally binding and whether or not oral or written) negotiations, if any, that are ongoing as of the date hereof with any third party with respect to an Alternative Acquisition Proposal. (b) Subject to the provisions of this Section 8.4, the Company may (A) provide information in response to a request by a Person who has made a bona fide written Acquisition Proposal that was not initiated or solicited in violation of Section 8.4(a) if the Company receives from the Person so requesting the information an executed confidentiality agreement that is customary for transactions of the type of the Acquisition Proposal; and/or (B) engage in discussions or negotiations with any Person who has made a bona fide written Acquisition Proposal that was not initiated or solicited in violation of Section 8.4(a), if, in the case of each of clauses (A) and (B), the Company Board determines in good faith after consultation with its financial advisors and outside legal counsel that failure to take this action would be inconsistent with its fiduciary duties under applicable Law and if the Company Board determines in good faith that the Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. In additionAs used in this Agreement, during “Superior Proposal” means a bona fide Acquisition Proposal that the Approval PeriodCompany Board determines in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably expected to be consummated in accordance with its terms, Oncor Holdings taking into account all legal, financial and Oncor shall promptly advise Parent in writing regulatory aspects of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms proposal 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 Acquisition Proposal, and if consummated, would result in a transaction that is more favorable to the stockholders of the Company from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms of the transactions contemplated by this Agreement and the other Operative Agreements agreed to by the Purchaser pursuant to Section 8.4(c)), where the Company Board has concluded, in good faith after consultation with its financial advisors and outside legal counsel, that the failure of the Company Board to identify such proposal as a Superior Proposal would be inconsistent with its fiduciary duties under 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 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 definition of Oncor Holdings and Oncor “Superior Proposal,” references to 10% in the definition of Acquisition Proposal 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 deemed to be references to “28%. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a).” (c) Notwithstanding anything to The Company shall notify the contrary contained Purchaser orally and in Section 4(a)writing promptly, and in any event within three (3) Business Days, after receipt of Oncor Holdings and Oncor and their Subsidiaries may, but only upon any Acquisition Proposal. The written notice shall include the request identity of the third party making such Acquisition Proposal, the material terms of the Acquisition Proposal and copies of any written communications and documents setting forth the material terms of such Acquisition Proposal received by the Company from the third party making such Acquisition Proposal or EFIHits Representatives or Affiliates, and the Company shall keep the Purchaser reasonably informed of any material changes with respect to such Acquisition Proposal on a prompt basis (and in any event within 24 hours). The Company shall promptly notify the Purchaser orally and in writing upon determination by the Company Board, after consultation with its financial advisors and outside legal counsel, that an Acquisition Proposal is a Superior Proposal. The Company shall not effect a change in the Company Recommendation (whether relating to a Superior Proposal or otherwise) until after the fifth Business Day following the Purchaser’s receipt of written notice (a “Change in Recommendation Notice”) from the Company (i) negotiate with stakeholders respect to a change in the Company Recommendation as a result of the DebtorsSuperior Proposal, facilitate and document advising the Purchaser that the Company Board has received a Superior Proposal, specifying the terms and conditions of the Superior Proposal and stating that the Company Board intends to effect a Permitted Alternative Proposal Change in Recommendation and (ii) enter into an agreement or agreements with respect to a change in the Company Recommendation not relating to a Superior Proposal, specifying in reasonable detail the Intervening Event precipitating the Change in Recommendation and the reason for such change in Company Recommendation. The Company agrees that after providing the Purchaser a Change in Recommendation Notice, during the five-Business Day period specified in the preceding sentence (such period, the “Purchaser Review Period”), the Purchaser will be permitted to propose to the Company revisions to the terms of the transactions contemplated by this Agreement and the other Operative Agreements, and the Company and its Representatives will, if requested by the Purchaser, negotiate in good faith with the stakeholders Purchaser and its Representatives regarding any revisions to the terms of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that transactions contemplated by this Agreement and the other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation Operative Agreements proposed by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretionPurchaser. (d) Notwithstanding anything Nothing contained in this Section 8.4 shall prohibit the Company or the Company Board from taking and disclosing to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements Company’s stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to the Company’s stockholders which, in the judgment of the Company Board after receiving advice of outside legal counsel, is reasonably likely to be required under applicable Law. (e) The Purchaser agrees that the provisions of Section 2.5 of the Governance Agreement shall not restrict the Company Board’s consideration of any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Periodmatter pursuant to this Section 8.4; provided, however, that the Oncor Entities Company may not consummate a transaction prohibited by Section 2.5 of the Governance Agreement without the prior written consent of the Purchaser. (f) If Purchaser or an Affiliate of Purchaser commences a tender offer to acquire Common Stock up to the Share Cap when permitted to do so by, and in accordance with, Section 8.17 below, the Company or the Company Board will recommend that stockholders tender their Representatives may shares of Common Stock pursuant to such offer, and take all actions to support such offer reasonably requested by Purchaser, provided that (i) respond to requests, communications, the purchase price per share of Common Stock offered in such offer is at or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice above the price of the Common Stock on the trading day immediately prior to the Purchasers commencement of any requests, communications or directives received by them of the type described in clause (i) such offer or (ii) above and keep the Purchasers reasonably informed on tender offer is styled as a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties“Dutch auction”. (e) For purposes of this Letter Agreement:

Alternative Proposals. (a) Notwithstanding anything The Company Parties represent and warrant to the contrary hereinConsenting Creditors that there are no pending agreements (oral or written) or understandings, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposalany plan of reorganization or liquidation, during the period commencing on the date the Bankruptcy Court enters an order approving the Merger Agreement (such dateproposal, the “Approval Date”) and ending on the earlier offer, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of the Purchase Closing Date assets 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 equity interests or restructuring (other than the Minority Member Directors Restructuring Transactions) involving the Company Parties, or any of their assets, properties or businesses (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, an “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 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 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. (b) As If the Company Parties make or receive a proposal or expression of interest (written or oral) regarding an Alternative Proposal, the Company Parties shall promptly (and in any case within two (2) Business Days) notify counsel to the Consenting Creditors of the Approval Datereceipt of any such proposal or expression of interest relating to an Alternative Proposal, Oncor Holdings and Oncor represent that as with such notice to include the material terms thereof and, if applicable, a copy of such dateproposal, they expression of interest, or Alternative Proposal, including (unless prohibited by a separate agreement to which the Debtors are not in negotiations with a party) the identity of the person or group of persons involved (it being understood and agreed that the Company Parties shall not enter into any Person with respect to any Alternative Proposal and that there is no confidentiality or other agreement that would prevent Oncor Holdings or Oncor from complying with their respective prohibit the Company Parties’ obligations under this Section 4(a6.02(b)). (c) Notwithstanding anything to the contrary contained in Section 4(athis Agreement (but subject to Sections 6.02(a)–(b) and 6.03), any of Oncor Holdings and Oncor each Company Party and their Subsidiaries mayrespective directors, but only upon officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the request of the Company or EFIH, rights to: (i) negotiate with stakeholders of the Debtorsconsider, facilitate respond to, and document the terms of a Permitted facilitate, but not solicit, Alternative Proposal and Proposals; (ii) enter into an agreement provide access to non-public information concerning any Company Party to any Person or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements or nondisclosure agreements with any counterparty Person (subject to any agreement regarding support for and/or financing of a Permitted Section 6.02(b) in connection with an Alternative Proposal); (iii) maintain or continue discussions or negotiations with respect to Alternative Proposals; (iv) otherwise cooperate with, which confidentiality agreement provides that the existence assist, participate in, or facilitate, but not solicit, any inquiries, proposals, discussions, or negotiation of Alternative Proposals; and terms (v) enter into or continue discussions or negotiations with holders of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except Claims against or Interests in each case to the extent required by applicable Law or pursuant to such confidentiality agreements a Company Party (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(cConsenting Creditor), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to other party in interest in the Chapter 11 Cases (including any Governmental Entity, including the PUCT, the FCC official committee and the FERCOffice of the United States Trustee), or make any other Person regarding the Restructuring Transactions or support any public statements Alternative Proposals. The Company Parties shall provide written notice of entry into a definitive agreement with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them counsel of the type described in clause Consenting Creditors within one (i1) Business Day of board or (ii) above and keep similar approval of the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third partiesentry into such definitive agreement. (e) For purposes of this Letter Agreement:

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 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 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 Approval 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 Approval 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. (b) As of the Approval Datedate hereof, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person Persons with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a)Proposal. (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) negotiate with stakeholders of the Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use commercially reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretion. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall use their commercially reasonable efforts to cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, required or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

Alternative Proposals. (a) Notwithstanding anything Subject to the contrary hereinprovisions of this Section 8.4, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, at all times during the period commencing on with Effective Date and continuing until the date earlier to occur of the Bankruptcy Court enters an order approving termination of this Agreement and the Merger Agreement (such dateSecond Closing 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 Company shall not, and shall cause each of their respective Subsidiaries its officers and directors not to, and shall use its reasonable best efforts to cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, its and its Subsidiaries’ employees, investment bankers, attorneys, accountants attorneys and other advisors, consultants, agents advisors or representatives (collectively with officers and directors of any Oncor Entity (collectivelythe Company, “Representatives”) not to, (i) solicit, initiate, solicitencourage, proposeor induce any inquiry with respect to, knowingly encourage or knowingly inducethe making, the submission or announcement of, any Alternative Proposal; providedproposal or offer which would reasonably be expected to lead to a merger, howeveracquisition, that an Oncor Entity may interact with its equityholders consolidation, tender offer, exchange offer or similar transaction involving, or any proposal or offer to purchase or acquire in order to satisfy its fiduciary obligations any manner (A) assets representing 10% or more of the assets of the Company and its obligations pursuant Subsidiaries, taken as a whole, (B) an equity interest in 10% or more of the Equity Securities or (C) any other transaction that is or would be an alternative to the LLC Agreements and the Investor Rights transactions contemplated by this Agreement and may, in response (any such proposal or offer being hereinafter referred 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 as an unsolicited Alternative “Acquisition 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 participate, continue or continue otherwise engage in discussions or negotiations with with, or provide any non-public information to any Person (other than the Purchaser, its Affiliates and its respective representatives) with respect toto any inquiries regarding, or the making of, an Acquisition Proposal or that would otherwise reasonably be expected to lead to any Alternative Acquisition Proposal, or (iii) approve, endorse or recommend any Acquisition Proposal or (iv) enter into or approve any written letter of intent, agreement in principle principle, acquisition agreement or other similar agreement (whether relating to an Acquisition Proposal. The Company shall immediately terminate, and shall cause its Representatives to immediately terminate, all discussions or not legally binding and whether or not oral or written) negotiations, if any, that are ongoing as of the date hereof with any third party with respect to an Alternative Acquisition Proposal. (b) Subject to the provisions of this Section 8.4, the Company may (A) provide information in response to a request by a Person who has made a bona fide written Acquisition Proposal that was not initiated or solicited in violation of Section 8.4(a) if the Company receives from the Person so requesting the information an executed confidentiality agreement that is customary for transactions of the type of the Acquisition Proposal; and/or (B) engage in discussions or negotiations with any Person who has made a bona fide written Acquisition Proposal that was not initiated or solicited in violation of Section 8.4(a), if, in the case of each of clauses (A) and (B), the Company Board determines in good faith after consultation with its financial advisors and outside legal counsel that failure to take this action would be inconsistent with its fiduciary duties under applicable Law and if the Company Board determines in good faith that the Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. In additionAs used in this Agreement, during “Superior Proposal” means a bona fide Acquisition Proposal that the Approval PeriodCompany Board determines in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably expected to be consummated in accordance with its terms, Oncor Holdings taking into account all legal, financial and Oncor shall promptly advise Parent in writing regulatory aspects of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms proposal 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 Acquisition Proposal, and if consummated, would result in a transaction that is more favorable to the stockholders of the Company from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms of the transactions contemplated by this Agreement and the other Operative Agreements agreed to by the Purchaser pursuant to Section 8.4(c)), where the Company Board has concluded, in good faith after consultation with its financial advisors and outside legal counsel, that the failure of the Company Board to identify such proposal as a Superior Proposal would be inconsistent with its fiduciary duties under 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 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 definition of Oncor Holdings and Oncor “Superior Proposal,” references to 10% in the definition of Acquisition Proposal 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 deemed to be references to “28%. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a).” (c) Notwithstanding anything to The Company shall notify the contrary contained Purchaser orally and in Section 4(a)writing promptly, and in any event within three (3) Business Days, after receipt of Oncor Holdings and Oncor and their Subsidiaries may, but only upon any Acquisition Proposal. The written notice shall include the request identity of the third party making such Acquisition Proposal, the material terms of the Acquisition Proposal and copies of any written communications and documents setting forth the material terms of such Acquisition Proposal received by the Company from the third party making such Acquisition Proposal or EFIHits Representatives or Affiliates, and the Company shall keep the Purchaser reasonably informed of any material changes with respect to such Acquisition Proposal on a prompt basis (and in any event within 24 hours). The Company shall promptly notify the Purchaser orally and in writing upon determination by the Company Board, after consultation with its financial advisors and outside legal counsel, that an Acquisition Proposal is a Superior Proposal. The Company shall not effect a change in the Company Recommendation (whether relating to a Superior Proposal or otherwise) until after the fifth Business Day following the Purchaser’s receipt of written notice (a “Change in Recommendation Notice”) from the Company (i) negotiate with stakeholders respect to a change in the Company Recommendation as a result of the DebtorsSuperior Proposal, facilitate and document advising the Purchaser that the Company Board has received a Superior Proposal, specifying the terms and conditions of the Superior Proposal and stating that the Company Board intends to effect a Permitted Alternative Proposal Change in Recommendation and (ii) enter into an agreement or agreements with respect to a change in the Company Recommendation not relating to a Superior Proposal, specifying in reasonable detail the Intervening Event precipitating the Change in Recommendation and the reason for such change in Company Recommendation. The Company agrees that after providing the Purchaser a Change in Recommendation Notice, during the five-Business Day period specified in the preceding sentence (such period, the “Purchaser Review Period”), the Purchaser will be permitted to propose to the Company revisions to the terms of the transactions contemplated by this Agreement and the other Operative Agreements, and the Company and its Representatives will, if requested by the Purchaser, negotiate in good faith with the stakeholders Purchaser and its Representatives regarding any revisions to the terms of the Debtors regarding support for and/or financing of such Permitted Alternative Proposal; provided, however, that transactions contemplated by this Agreement and the other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation Operative Agreements proposed by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretionPurchaser. (d) Notwithstanding anything Nothing contained in this Section 8.4 shall prohibit the Company or the Company Board from taking and disclosing to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements Company’s stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to the Company’s stockholders which, in the judgment of the Company Board after receiving advice of outside legal counsel, is reasonably likely to be required under applicable Law. (e) The Purchaser agrees that the provisions of Section 2.5 of the Governance Agreement shall not restrict the Company Board’s consideration of any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Periodmatter pursuant to this Section 8.4; provided, however, that the Oncor Entities and their Representatives Company may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by not consummate a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise transaction prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them Section 2.5 of the type described in clause (i) or (ii) above and keep Governance Agreement without the Purchasers reasonably informed on a reasonably prompt basis prior written consent of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third partiesPurchaser. (e) For purposes of this Letter Agreement:

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 During the period commencing on from the date the Bankruptcy Court enters an order approving the Merger of this Agreement (such date, the “Approval Date”) and ending on extending through the earlier of the Purchase Closing Date termination of this Agreement in accordance with its terms or the Termination Date Closing, KCS agrees that (such period, the “Approval Period”), Oncor Holdings and Oncor a) 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 Approval 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 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 Proposal or Oncor in accordance with this Section 4(a)seeking such negotiations or discussions; provided, that for all purposes of nothing in this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor Section 10.3 shall not include the expenditure of prevent KCS from taking any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. (b) As of the Approval Date, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and proposal or offer not initiated, solicited or encouraged in violation of this Section 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 there it is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything required to take such action to satisfy the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request fiduciary duties of the Company or EFIH, (i) negotiate with stakeholders Board of the Debtors, facilitate and document the terms Directors of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Permitted Alternative ProposalKCS under Delaware law; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Alternative Proposal shall be kept confidential and KCS shall not be publicly disclosed, except permitted to terminate this Agreement other than as provided in each case to the extent required by applicable Law or pursuant to such confidentiality agreements (including any “cleansing” provisions set forth in such confidentiality agreements) as determined by the applicable Oncor Entities in their sole and absolute discretionArticle 13 hereof. (d) Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any Permitted Alternative Proposal at any time during the Approval Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or directives received from any Governmental Entity, whether in writing or otherwise, with respect to any Alternative Proposal or Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the Purchasers of any requests, communications or directives received by them of the type described in clause (i) or (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by applicable Law or confidentiality agreements with third parties. (e) For purposes of this Letter Agreement: