Common use of Oncor Separateness Clause in Contracts

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers and the Pledgors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its Subsidiaries) from the Issuers and the Pledgors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement are obligations and liabilities of the Issuers and the Pledgors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the Issuers, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document or any Additional Second Lien Agreement and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the Indenture, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the Indenture, any other Indenture Document or any Additional Second Lien Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second First Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Company and the Pledgors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its Subsidiaries) from the Issuers Company and the PledgorsGrantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. and its other Subsidiaries, (iv) that the Second First Lien Obligations owing under the Indenture, any other Indenture Document or Credit Documents and any Additional Second First Lien Agreement are obligations and liabilities of the Issuers Company and the Pledgors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second First Lien Secured Parties shall look solely to the IssuersCompany, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and for satisfaction of any other Second First Lien Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second First Lien Secured Parties for any amounts payable, or any other liability, under the IndentureCredit Documents, any other Indenture Document Additional First Lien Agreement or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second First Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second First Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Borrower and the Pledgors Grantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its respective Subsidiaries) from the Issuers Borrower and the PledgorsGrantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. and its other Subsidiaries, (iv) that the Second Lien Secured Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement Credit Documents are obligations and liabilities of the Issuers Borrower and the Pledgors Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the IssuersBorrower, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and for satisfaction of any other Second Lien Secured Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their its Subsidiaries, or against any of Oncor Holdings, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their its Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Company and the Pledgors Grantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its respective Subsidiaries) from the Issuers Company and the PledgorsGrantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings TXU Corp. and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement Credit Documents are obligations and liabilities of the Issuers Company and the Pledgors Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the IssuersCompany, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings’s, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Company and the Pledgors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its Subsidiaries) from the Issuers Company and the PledgorsGrantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings TXU Corp. and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement Credit Documents are obligations and liabilities of the Issuers Company and the Pledgors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the IssuersCompany, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings’s, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Company and the Pledgors Guarantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings Holdings, and its Subsidiaries) from the Issuers Company and the PledgorsGuarantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. TCEH and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement Credit Documents are obligations and liabilities of the Issuers Company and the Pledgors Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the IssuersCompany, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings’s, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Administrative Agent, on behalf of itself and the Second Lien Secured Guaranteed Parties, hereby acknowledges (i) the legal separateness of the Issuers Borrower and the Pledgors Guarantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Electric Delivery Facility and the noteholders under the Existing Oncor Notes and its Subsidiaries’ indentures under the transition bonds have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its Subsidiaries) from the Issuers Borrower and the PledgorsGuarantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. the Borrower and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement are obligations and liabilities of the Issuers Borrower and the Pledgors Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Guaranteed Parties shall look solely to the IssuersBorrower, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document or any Additional Second Lien Agreement Loan Documents and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the IndentureObligations, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Guaranteed Parties for any amounts payable, or any other liabilityObligation, under the Indenture, any other Indenture Document or any Additional Second Lien AgreementLoan Documents. (b) The Collateral Administrative Agent, on behalf of itself and the Second Lien Secured Guaranteed Parties, hereby acknowledges and agrees that it and the Guaranteed Parties shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable lawApplicable Law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings’, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Administrative Agent, on behalf of itself and the Second Lien Secured Guaranteed Parties, further acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, as Guarantor /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory BIG XXXXX 3 POWER COMPANY LLC BIG XXXXX LIGNITE COMPANY LLC BIG XXXXX POWER COMPANY LLC COLLIN POWER COMPANY LLC XXXXXXXXX POWER COMPANY LLC GENERATION MT COMPANY LLC GENERATION SVC COMPANY LAKE CREEK 3 POWER COMPANY LLC LUMINANT BIG XXXXX MINING COMPANY LLC LUMINANT ENERGY COMPANY LLC LUMINANT ENERGY SERVICES COMPANY LUMINANT GENERATION COMPANY LLC LUMINANT HOLDING COMPANY LLC LUMINANT MINERAL DEVELOPMENT COMPANY LLC LUMINANT MINING COMPANY LLC LUMINANT MINING SERVICES COMPANY LUMINANT POWER SERVICES COMPANY LUMINANT RENEWABLES COMPANY LLC XXXXXX LAKE 4 POWER COMPANY LLC MONTICELLO 4 POWER COMPANY LLC XXXXXX CREEK 7 POWER COMPANY LLC NCA RESOURCES DEVELOPMENT COMPANY LLC OAK GROVE MANAGEMENT COMPANY LLC OAK GROVE MINING COMPANY LLC OAK GROVE POWER COMPANY LLC SANDOW POWER COMPANY LLC TRADINGHOUSE 3 & 4 POWER COMPANY LLC TRADINGHOUSE POWER COMPANY LLC TXU CHILLED WATER SOLUTIONS COMPANY TXU ENERGY RETAIL COMPANY LLC TXU ENERGY RETAIL MANAGEMENT COMPANY LLC TXU ENERGY SOLUTIONS COMPANY LLC TXU ENERGY TRADING (CALIFORNIA) COMPANY TXU ET SERVICES COMPANY TXU RETAIL SERVICES COMPANY TXU SEM COMPANY TXU XXXXX COMPANY LLC TXU XXXXX ENERGY SERVICES COMPANY VALLEY NG POWER COMPANY LLC VALLEY POWER COMPANY LLC WICHITA/VICTORY AVE., LLC, each, as Guarantor, /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent /s/ Xxxxx X. X’Xxxxxxxxxx Name: Xxxxx X. X’Xxxxxxxxxx Title: Vice President SUPPLEMENT NO. [ ] dated as of [ ] to the GUARANTEE dated as of October 10, 2007 (the “Supplement”), among each of the Guarantors listed on the signature pages thereto (each such signatory individually, a “Guarantor “ and, collectively, the “Guarantors”), and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders from time to time parties to the Loan Agreement referred to below. A. Reference is made to that certain Senior Unsecured Interim Loan Agreement, dated as of October 10, 2007 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Loan Agreement”), among Energy Future Competitive Holdings Company, a Texas corporation (“US Holdings”), Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (the “Company”), TCEH Finance, Inc., a Delaware corporation (“TCEH” together with the Company, the “Borrower”), the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and the other Agents party thereto. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee. C. The Guarantors have entered into the Guarantee in order to induce the Administrative Agent and the Lenders to enter into the Loan Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrower under the Loan Agreement. D. Section 9.13 of the Loan Agreement and Section 19 of the Guarantee provide that additional Subsidiaries may become Guarantors under the Guarantee by execution and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Guarantor “) is executing this Supplement in accordance with the requirements of the Loan Agreement to become a Guarantor under the Guarantee in order to induce the Lenders to make additional Extensions of Credit, and as consideration for Extensions of Credit previously made. Accordingly, the Administrative Agent and each New Guarantor agrees as follows: SECTION 1. In accordance with Section 19 of the Guarantee, each New Guarantor by its signature below becomes a Guarantor under the Guarantee with the same force and effect as if originally named therein as a Guarantor, and each New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date). Each reference to a Guarantor in the Guarantee shall be deemed to include each New Guarantor. The Guarantee is hereby incorporated herein by reference. SECTION 2. Each New Guarantor represents and warrants to the Administrative Agent and the other Guaranteed Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. This Supplement shall become effective as to each New Guarantor when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Guarantor and the Administrative Agent. SECTION 4. Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers and the Pledgors Grantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its respective Subsidiaries) from the Issuers and the PledgorsGrantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or Documents and any Additional Second Lien Agreement are obligations and liabilities of the Issuers and the Pledgors Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the Issuers, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document or any Additional Second Lien Agreement and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the IndentureIndenture or any Additional Second Lien Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the Indenture, any other Indenture Document the Second Lien Pledge Agreement or any Additional Second Lien Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings’s, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Borrower and the Pledgors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its Subsidiaries) from the Issuers Borrower and the Pledgors, (iii) that Oncor Holdings Electric and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. the Borrower and its other Subsidiaries, (iv) that the Second Lien Secured Obligations owing under the Indenture, any other Indenture Document or Credit Documents and any Additional Second First Lien Agreement are obligations and liabilities of the Issuers Borrower and the Pledgors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the IssuersBorrower, the Guarantors Pledgors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement or Secured Hedging Agreement and for satisfaction of any other Second Lien Secured Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement or Secured Hedging Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the IndentureCredit Documents, any other Indenture Document Additional First Lien Agreement or any Additional Second Lien Secured Cash Management Agreement or Secured Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their its Subsidiaries, or against any of Oncor Holdings, Oncor’s, ’s or any of their its Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their its Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Borrower and the Pledgors Grantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings Electric and its respective Subsidiaries) from the Issuers Borrower and the PledgorsGrantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. the Borrower and its other Subsidiaries, (iv) that the Second Lien Secured Obligations owing under the Indenture, any other Indenture Document or Credit Documents and any Additional Second First Lien Agreement are obligations and liabilities of the Issuers Borrower and the Pledgors Grantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the IssuersBorrower, the Guarantors Grantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement or Secured Hedging Agreement and for satisfaction of any other Second Lien Secured Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement or Secured Hedging Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the IndentureCredit Documents, any other Indenture Document Additional First Lien Agreement or any Additional Second Lien Secured Cash Management Agreement or Secured Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their its Subsidiaries, or against any of Oncor Holdings, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their its Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Administrative Agent, on behalf of itself and the Second Lien Secured Guaranteed Parties, hereby acknowledges (i) the legal separateness of the Issuers Company and the Pledgors Guarantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Electric Delivery Facility and the noteholders under the Existing Oncor Notes and its Subsidiaries’ indentures under the transition bonds have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its Subsidiaries) from the Issuers Company and the PledgorsGuarantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. the Company and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement are obligations and liabilities of the Issuers Company and the Pledgors Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Guaranteed Parties shall look solely to the IssuersCompany, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document or any Additional Second Lien Agreement Loan Documents and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the IndentureObligations, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Guaranteed Parties for any amounts payable, or any other liabilityObligation, under the Indenture, any other Indenture Document or any Additional Second Lien AgreementLoan Documents. (b) The Collateral Administrative Agent, on behalf of itself and the Second Lien Secured Guaranteed Parties, hereby acknowledges and agrees that it and the Guaranteed Parties shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable lawApplicable Law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings’, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Administrative Agent, on behalf of itself and the Second Lien Secured Guaranteed Parties, further acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing foregoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity. ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY, as Guarantor /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, as Guarantor /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By: /s/ Xxxxx X. X’Xxxxxxxxxx Name: Xxxxx X. X’Xxxxxxxxxx Title: Vice President SUPPLEMENT NO. [ ] dated as of [ ] to the GUARANTEE dated as of October 10, 2007 (the “Supplement”), among each of the Guarantors listed on the signature pages thereto (each such subsidiary individually, a “Guarantor “ and, collectively, the “Guarantors”), and Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders from time to time parties to the Loan Agreement referred to below. A. Reference is made to that certain Senior Unsecured Interim Loan Agreement, dated as of October 10, 2007 (as the same may be amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Loan Agreement”), among TXU Corp., a Texas corporation (the “Company”), the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and the other Agents party thereto. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee. C. The Guarantors have entered into the Guarantee in order to induce the Administrative Agent and the Lenders to enter into the Loan Agreement and to induce the Lenders to make their respective Extensions of Credit to the Company under the Loan Agreement. D. Section 9.13 of the Loan Agreement and Section 19 of the Guarantee provide that additional Subsidiaries may become Guarantors under the Guarantee by execution and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Guarantor “) is executing this Supplement in accordance with the requirements of the Loan Agreement to become a Guarantor under the Guarantee in order to induce the Lenders to make additional Extensions of Credit, and as consideration for Extensions of Credit previously made. Accordingly, the Administrative Agent and each New Guarantor agrees as follows: SECTION 1. In accordance with Section 19 of the Guarantee, each New Guarantor by its signature below becomes a Guarantor under the Guarantee with the same force and effect as if originally named therein as a Guarantor, and each New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date). Each reference to a Guarantor in the Guarantee shall be deemed to include each New Guarantor. The Guarantee is hereby incorporated herein by reference. SECTION 2. Each New Guarantor represents and warrants to the Administrative Agent and the other Guaranteed Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Company and the Administrative Agent. This Supplement shall become effective as to each New Guarantor when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Guarantor and the Administrative Agent. SECTION 4. Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second First Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Company and the Pledgors Grantors from Oncor Holdings and its Subsidiaries, (ii) that the lenders under the Oncor Credit Facility and the noteholders under Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its respective Subsidiaries) from the Issuers Company and the PledgorsGrantors, (iii) that Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future Holdings Corp. and its other Subsidiaries, (iv) that the Second First Lien Obligations owing under the Indenture, any other Indenture Document or Credit Documents and any Additional Second First Lien Agreement are obligations and liabilities of the Issuers Company and the Pledgors Guarantors only, and are not the obligations or liabilities of Oncor Holdings or any of its Subsidiaries, (v) that the Second First Lien Secured Parties shall look solely to the IssuersCompany, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and for satisfaction of any other Second First Lien Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, and (vi) that none of Oncor Holdings or its Subsidiaries shall be personally liable to the Second First Lien Secured Parties for any amounts payable, or any other liability, under the IndentureCredit Documents, any other Indenture Document Additional First Lien Agreement or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second First Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their Subsidiaries, or against any of Oncor Holdings’s, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second First Lien Secured Parties, acknowledges and agrees that each of Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.

Oncor Separateness. (a) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges (i) the legal separateness of the Issuers Borrower and the Pledgors Grantor from the Subsidiaries of Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (the “Oncor Holdings and its Subsidiaries”), (ii) that the lenders under the Oncor Credit Facility and the noteholders under the Oncor and its Subsidiaries’ indentures have likely advanced funds thereunder in reliance upon the separateness of Oncor and its Subsidiaries (and in the case of the Oncor Credit Facility, Oncor Holdings and its Subsidiaries) Subsidiaries from the Issuers Borrower and the PledgorsGrantors, (iii) that the Oncor Holdings and its Subsidiaries have assets and liabilities that are separate from those of Energy Future U.S. Holdings Corp. and its other Subsidiaries, (iv) that the Second Lien Obligations owing under the Indenture, any other Indenture Document or any Additional Second Lien Agreement Credit Documents are obligations and liabilities of the Issuers Borrower and the Pledgors Guarantors only, and are not the obligations or liabilities of the Oncor Holdings or any of its Subsidiaries, (v) that the Second Lien Secured Parties shall look solely to the IssuersBorrower, the Guarantors and their assets, and not to any assets, or to the pledge of any assets, owned by the Oncor Holdings or any of its Subsidiaries, for the repayment of any amounts payable pursuant to the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement and for satisfaction of any other Second Lien Obligations owing to the Second Lien Secured Parties under the IndentureCredit Documents or any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, and (vi) that none of the Oncor Holdings or its Subsidiaries shall be personally liable to the Second Lien Secured Parties for any amounts payable, or any other liability, under the Indenture, any other Indenture Document Credit Documents or any Additional Second Lien Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement. (b) The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, shall not (i) initiate any legal proceeding to procure the appointment of an administrative receiver, or (ii) institute any bankruptcy, reorganization, insolvency, winding up, liquidation, or any like proceeding under applicable law, against Oncor Holdings, Oncor, or any of their the Oncor Subsidiaries, or against any of the Oncor Holdings, Oncor’s, or any of their Subsidiaries’ assets. The Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of the Oncor Holdings, Oncor, and their Subsidiaries is a third party beneficiary of the forgoing covenant and shall have the right to specifically enforce such covenant in any proceeding at law or in equity.