Common use of Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries Clause in Contracts

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, thereto and (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person person unless (i) in the case of any such transaction involving the Borrower, the surviving Person person is the Borrower or another Person person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any such Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Wholly Owned Subsidiary of the Borrower (or a Person person which as a result of such transaction becomes a Non-Dilutive Wholly Owned Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Wholly Owned Subsidiary of the Borrower or a Person person that, as a result of such transaction, becomes a Non-Dilutive Wholly Owned Subsidiary of the Borrower, (ii) such Significant Disposition (A) is comprised of a sale by the Borrower, in an initial public offering, of up to 20% of the equity interests in any Subsidiary comprising generating assets of the Borrower, (B) is made by the Borrower of up to 50% of the common stock, common members’ interests or partnership interests in TXU Generation Company LP (provided that it shall be a condition precedent to any such Significant Disposition that, immediately following such Significant Disposition, the Borrower shall be in pro forma compliance with Sections 5.11 and 5.12), and (C) is made by the Borrower of interests in the Comanche Peak nuclear power generation plant, to the extent that the consideration for such Significant Disposition is non-cash, (iii) such Significant Disposition is made in connection with outsourcing arrangements in connection with Capgemini Energy L.P. and its successors and assigns, or any similar provider of outsourcing services properly substituted therefor and its successors and assigns, (iv) such Significant Disposition is related to the formation or operation of an energy marketing and trading vehicle in which the Borrower owns an interest, or will own an interest, upon the formation of such energy marketing and trading vehicle, (v) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or Subsidiaries, (iiivi) such Significant Disposition is made by TXU Generation Company LP of gas-fired plants or combustion turbines, as announced by TXU on February 1, 2005, (vii) such Significant Disposition is made by the Borrower (or any Qualified Transition Bond IssuerSubsidiary of the Borrower) of assets (including without limitation equipment, facilities, real property rights and interests, water rights, fuel, lignite and mineral reserves and any other property related thereto or necessary for the operation of such assets) to any Subsidiary of the Borrower or to TXU (or any Subsidiary of TXU), in connection with the publicly announced and anticipated development and financing of power generating facilities and related assets and facilities and the aggregate book value of all such assets sold, leased, disposed of or otherwise transferred to any person that is not a Subsidiary of the Borrower does not exceed $500,000,000, or (viii) such Significant Disposition is comprised of a disposition of gas plants and related trading businesses and the aggregate book value of all such assets sold, leased, disposed of or otherwise transferred to any person that is not a Subsidiary of the Borrower does not exceed $500,000,000. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any such consolidation, merger merger, sale, lease or Significant Disposition transfer if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant covenants set forth in Section Sections 5.11 and 5.12 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, thereto and (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will notThe Company shall not consolidate with or merge into any other corporation, or convey or otherwise transfer, or lease, as or substantially as an entirety the Company’s Electric Utility Property to any Person, unless: (1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other transfer, or which leases, as or substantially as an entirety such Electric Utility Property shall be a corporation organized and existing under the laws of the United States, any State or Territory thereof or the District of Columbia (such corporation being hereinafter sometimes called the “Successor Company”) and shall execute and deliver to the Purchasers a supplement to this Agreement, which in the case of a consolidation, merger, conveyance or other transfer, or in the case of a lease if the term thereof extends beyond the last stated maturity of the Notes then outstanding, contains an express assumption by the Successor Company of the due and punctual payment of the principal of and premium, if any, and will not permit any interest, if any, on all the Notes then outstanding and the performance and observance of its Significant Subsidiaries to, consolidate every covenant and condition of this Agreement to be performed or merge with or into any Person unless observed by the Company; (i2) in the case of a lease, such lease shall be made expressly subject to termination at any time during the continuance of an Event of Default by (A) the Company or the Required Holders and (B) the purchaser of the property so leased at any sale thereof, whether such sale be made under the power of sale hereby conferred or pursuant to judicial proceedings; and (3) immediately after giving effect to such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State (and treating any Debt that becomes an obligation of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which Successor Company as a result of such transaction becomes a Non-Dilutive Subsidiary of as having been incurred by the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to Successor Company at the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result time of such transaction), becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any no Default or Event of Default shall have occurred and be continuing at continuing. (b) Upon any consolidation or merger or any conveyance or other transfer of, as or substantially as an entirety the time Company’s Electric Utility Property in accordance with Section 10.2(a), the Successor Company shall succeed to, and be substituted for, and may exercise every power and right of, the Company under this Agreement with the same effect as if such Successor Company had been named as the “Company” herein. (c) In the case of a conveyance or after other transfer to any Person or Persons as contemplated in Section 10.2(a), upon the satisfaction of all the conditions specified in Section 10.2(a) the Company (such term being used in this Section without giving effect to such transaction, ) shall be released and discharged from all obligations and covenants under this Agreement and on and under all Notes then outstanding (iiunless the Company shall have delivered to the Purchasers an instrument in which it shall waive such release and discharge) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary ifand, upon giving effect to such acquisition or investment, as request by the case may beCompany, the Borrower would not be Purchasers shall acknowledge in compliance with writing that the covenant set forth in Section 5.11 Company has been so released and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d)discharged. (d) Notwithstanding anything herein Nothing in this Agreement shall be deemed to prevent or restrict any consolidation or merger after the consummation of which the Company would be the surviving or resulting corporation or any conveyance or other Credit Document transfer, or lease, of any part of the Company’s Electric Utility Property which does not constitute the entirety or substantially the entirety of its Electric Utility Property. A conveyance, transfer or lease by the Company of Electric Utility Property shall not be deemed to constitute the conveyance, transfer or lease as or substantially as an entirety of its Electric Utility Property for purposes of this Agreement if the Fair Value of the Electric Utility Property retained by the Company exceeds 143% of the aggregate principal amount of all outstanding Notes and any other outstanding debt securities of the Company that rank equally with, or senior to the contraryNotes with respect to such Electric Utility Property. This Section 10.2 is not intended to limit the Company’s conveyances, to transfers or leases of less than the extent that entirety or substantially the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan entirety of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agentits Electric Utility Property.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person person unless (i) in the case of any such transaction involving the Borrower, the surviving Person person is the Borrower or another Person person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Wholly Owned Subsidiary of the Borrower (or a Person person which as a result of such transaction becomes a Non-Dilutive Wholly Owned Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Wholly Owned Subsidiary of the Borrower or a Person person that, as a result of such transaction, becomes a Non-Dilutive Wholly Owned Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger merger, sale, lease or Significant Disposition transfer if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, thereto and (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 5.12 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to Nothing is this Section shall prohibit the contrary, to consummation of the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the AgentTransaction.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and or (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. TUC will not (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person person unless (i) in the case of any such transaction involving the Borrower, the surviving Person corporation is the Borrower or another Person formed incorporated under the laws of a State of the United States of America and assumes or is responsible, responsible by operation of law, law for all the obligations of the Borrower TUC hereunder and (ii) no Default or Event of Default shall have occurred or be continuing at the time of or after giving effect to such consolidation or merger or (b) sell, lease or otherwise transfer, in the case a single transaction or in a series of transactions, all or any such transaction involving Substantial part of its assets to any person or persons other than a Wholly Owned Subsidiary. TUC will not permit any Significant SubsidiarySubsidiary to consolidate or merge with or into, the survivor is the Borroweror sell, such Significant Subsidiary lease or otherwise transfer all or any Substantial part of its assets to, any person other than TUC or a Non-Dilutive Wholly Owned Subsidiary of the Borrower (or a Person person which as a result of such transaction becomes a Non-Dilutive Subsidiary Wholly Owned Subsidiary), provided that in the case of any merger or consolidation involving TU Electric or Enserch, such person must assume or be responsible by operation of law for all the Borrower). (b) It will notobligations of TU Electric or Enserch, as applicable, hereunder, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower TUC will not in any event permit any such consolidation, merger merger, sale, lease or Significant Disposition transfer if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to any such transaction. Notwithstanding the foregoing, (iia) neither the Borrower TUC nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them them, or in the case of Enserch, by Enserch and other businesses reasonably related thereto, (iiib) neither the Borrower TUC nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower TUC would not be in compliance with the covenant covenants set forth in Section Sections 5.11 and 5.12 and (ivc) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or in any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the AgentLender, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the AgentLender.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person person unless (i) in the case of any such transaction involving the such Borrower, the surviving Person person is the such Borrower or another Person person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the such Borrower hereunder and (ii) in the case of any such transaction involving any such Significant Subsidiary, the survivor is the such Borrower, such Significant Subsidiary or a Non-Dilutive Wholly Owned Subsidiary of the such Borrower (or a Person person which as a result of such transaction becomes a Non-Dilutive Wholly Owned Subsidiary of the such Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person person unless (i) such Significant Disposition is made to the such Borrower, a Non-Dilutive Wholly Owned Subsidiary of the such Borrower or a Person person that, as a result of such transaction, becomes a Non-Dilutive Wholly Owned Subsidiary of the such Borrower, (ii) in the case of Energy, such Significant Disposition (A) is comprised of a sale by such Borrower, in an initial public offering, of up to 20% of the equity interests in any Subsidiary comprising generating assets of such Borrower, (B) is made by such Borrower of up to 50% of the common stock, common members’ interests or partnership interests in TXU Generation Company LP (provided that it shall be a condition precedent to any such Significant Disposition that, immediately following such Significant Disposition, such Borrower shall be in pro forma compliance with Sections 5.11 and 5.12), and (C) is made by such Borrower of interests in the Comanche Peak nuclear power generation plant, to the extent that the consideration for such Significant Disposition is non-cash, (iii) such Significant Disposition is made in connection with outsourcing arrangements in connection with Capgemini Energy L.P. and its successors and assigns, or any similar provider of outsourcing services properly substituted therefor and its successors and assigns, (iv) such Significant Disposition is related to the formation or operation of an energy marketing and trading vehicle in which Energy owns an interest, or will own an interest, upon the formation of such energy marketing and trading vehicle, (v) the proceeds of such Significant Disposition are reinvested in the business of the such Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the such Borrower or any of its Subsidiaries Subsidiaries, (vi) such Significant Disposition is made by TXU Generation Company LP of gas-fired plants or combustion turbines, as announced by TXU on February 1, 2005, (iiivii) such Significant Disposition is of any Qualified Transition Bond Issuer; or (viii) such Significant Disposition is made by TXU of the Pedricktown, New Jersey 122 megawatt power production facility and related assets and properties pursuant to the agreement entered into on May 4, 2005, in connection with the plan initiated by Energy in the second fiscal quarter of 2004 and announced in Energy’s Form 10-Q filed with the Securities and Exchange Commission on August 13, 2004. (c) Notwithstanding anything to the contrary contained in this Section, (i) the such Borrower will not in any event permit any such consolidation, merger merger, sale, lease or Significant Disposition transfer if any Default or Event of Default relating to such Borrower shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the any Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the any Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the such Borrower would not be in compliance with the covenant covenants set forth in Section Sections 5.11 and 5.12 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. It (ai) It will not, and will not permit any of its Significant Subsidiaries Subsidiary to, consolidate or merge with or into any Person person unless (iA) in the case of any such transaction involving the Borrower, the surviving Person person is the Borrower or another Person person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all the obligations of the Borrower hereunder and (iiB) in the case of any such transaction involving any such Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Wholly Owned Subsidiary of the Borrower (or a Person person which as a result of such transaction becomes a Non-Dilutive Wholly Owned Subsidiary of the Borrower). , and (bii) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to person other than the Borrower, Borrower or a Non-Dilutive Wholly Owned Subsidiary of the Borrower (or a Person that, person which as a result of such transaction, transaction becomes a Non-Dilutive Wholly Owned Subsidiary of the Borrower), (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this Section, (i) provided that the Borrower will not in any event permit any such consolidation, merger merger, sale, lease or Significant Disposition transfer if any Default or Event of Default relating to the Borrower shall have occurred and be continuing at the time of or after giving effect to such transaction. Notwithstanding the foregoing, (iix) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, thereto and (iiiy) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant covenants set forth in Section 5.11 Sections 5.12 and (iv) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d)5.13. (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State state of the United States of America and assumes or is responsible, by operation of law, for all of the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this SectionSection 5.09, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section 5.09 shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two (2) or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the AgentLender, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the AgentLender.

Consolidations, Mergers, Sales and Acquisitions of Assets and Investments in Subsidiaries. (a) It will not, and will not permit any of its Significant Subsidiaries to, consolidate or merge with or into any Person unless (i) in the case of any such transaction involving the Borrower, the surviving Person is the Borrower or another Person formed under the laws of a State state of the United States of America and assumes or is responsible, by operation of law, for all of the obligations of the Borrower hereunder and (ii) in the case of any such transaction involving any Significant Subsidiary, the survivor is the Borrower, such Significant Subsidiary or a Non-Dilutive Subsidiary of the Borrower (or a Person which as a result of such transaction becomes a Non-Dilutive Subsidiary of the Borrower). (b) It will not, and will not permit any of its Significant Subsidiaries to, make a Significant Disposition to any Person unless (i) such Significant Disposition is made to the Borrower, a Non-Dilutive Subsidiary of the Borrower or a Person that, as a result of such transaction, becomes a Non-Dilutive Subsidiary of the Borrower, (ii) the proceeds of such Significant Disposition are reinvested in the business of the Borrower or any of its Subsidiaries or are used to permanently reduce the indebtedness of the Borrower or any of its Subsidiaries or (iii) such Significant Disposition is of any Qualified Transition Bond Issuer. (c) Notwithstanding anything to the contrary contained in this SectionSection 5.09, (i) the Borrower will not in any event permit any consolidation, merger or Significant Disposition if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such transaction, (ii) neither the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto, (iii) neither the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, the Borrower would not be in compliance with the covenant set forth in Section 5.11 and (iv) nothing in this Section 5.09 shall prohibit any sales of assets permitted by Section 5.10(d). (d) Notwithstanding anything herein or any other Credit Document to the contrary, to the extent that the Borrower is a limited liability company, the Borrower may not divide itself into two (2) or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without prior written notice to the Agent, and any limited liability companies or series thereof formed as a result of such division shall be required to become a co-borrower under this Agreement and the other Credit Documents pursuant to documentation or on terms and conditions reasonably requested by the Agent.