This Settlement Agreement may be modified or amended only by written agreement executed by # the Required TCEH Creditor Parties, # all of the undersigned Settling Interest Holders, # the Debtors and # the TCEH Official Committee; provided, however, that if the proposed modification, amendment, or supplement has a material, disproportionate, and adverse effect on any Settling Creditor (in its capacity as a TCEH First Lien Creditor, holder of TCEH Unsecured Note Claims, or holder of TCEH Second Lien Note Claims), then the consent of each such disproportionately affected Settling Creditor shall also be required to effectuate such modification, amendment, or supplement.

This Settlement Agreement and the obligations of the Parties may be terminated by mutual written agreement of # the Debtors; # the Settling Interest Holders; # the Required TCEH Creditor Parties; and # the TCEH Official Committee.

This Settlement Agreement and the obligations of the Parties may be terminated by # the Debtors, or # together, the Required TCEH Unsecured Noteholders, the Required TCEH Second Lien Noteholders, and the TCEH Official Committee, in the exercise of their discretion, by delivery of a written notice to the other Parties in accordance with Section 3.12 hereof, subject to the occurrence of any of the following events:

This Settlement Agreement and the obligations of the Parties may be terminated by # the Debtors, or # together, the Required TCEH Unsecured Noteholders, the Required TCEH Second Lien Noteholders, and the TCEH Official Committee, in the exercise of their discretion, by delivery of a written notice to the other Parties in accordance with [Section 3.12] hereof, subject to the occurrence of any of the following events: