Assignment of PSA to Wholly Owned Subsidiary. ​ hereby assigns all of its rights and obligations under the PSA to its wholly owned subsidiary, MRT of Kentfield CA – LTACH, LLC, a Delaware limited liability company. From and after the date hereof, the term “Purchaser” in the PSA shall refer to and mean MRT of Kentfield CA – LTACH, LLC, and MRT of Kentfield CA – LTACH, LLC shall be the Landlord under the Facility Lease following closing of the PSA. MRT of Kentfield CA – LTACH, LLC hereby assumes the rights and obligations of Purchaser under the PSA. Sellers acknowledge such assignment and shall treat MRT of Kentfield CA – LTACH, LLC as the Purchaser under such agreement.

Transfer from the Company to a Subsidiary (other than a Wholly Owned Subsidiary) or from a Subsidiary to another Subsidiary (other than a Wholly Owned Subsidiary), which in either case is for fair market value,

“Wholly-Owned Foreign Subsidiary”: any Foreign Subsidiary that is a Wholly-Owned Subsidiary.

“Non-Wholly Owned Subsidiary” means a Subsidiary that is not a Wholly Owned Subsidiary.

“Wholly Owned Domestic Subsidiary” means, with respect to any Person, a Domestic Subsidiary of such Person that is a Wholly Owned Subsidiary. Unless otherwise indicated in this Agreement, all references to Wholly Owned Domestic Subsidiaries will mean Wholly Owned Domestic Subsidiaries of Holdings.

each Subsidiary that is not a wholly-owned Subsidiary (for so long as such Subsidiary remains a non-wholly owned Subsidiary),

Investments in any Wholly-Owned Subsidiary that is a Domestic Subsidiary;

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).

Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary, on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries of the Borrower; and

“[[Subsidiary Guarantor:Person]]” shall mean each Wholly-Owned Domestic Subsidiary of Borrower, to the extent required by Section 8.13, each Wholly-Owned Foreign Subsidiary of Borrower and any other Person that enters into the Subsidiaries Guaranty in favor of Lender after the date hereof.

“Wholly-Owned Subsidiary” of any Person means any Subsidiary of such Person 100% of the Voting Stock of which (other than directors’ qualifying shares or other shares held to satisfy legal or regulatory requirements) are directly or indirectly owned by such Person, or by one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person.

Investments, loans or advances made by the Company or any Restricted Subsidiary # to the Company or any Wholly-Owned Subsidiary that is a Guarantor or # to any Wholly-Owned Subsidiary that is a Foreign Subsidiary that has at least 65% of its Equity Interests pledged pursuant hereto;

Subsidiary that is not a Wholly Owned Subsidiary of the Parent Borrower;

Energy Future Holdings Corp., a Texas corporation (“EFH”); # Energy Future Intermediate Holding Company LLC (“EFIH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH; # EFH Corporate Services Company (“EFH Corporate Services”), a Delaware corporation and a direct, wholly-owned subsidiary of EFH; # EFIH Finance Inc. (“EFIH Finance”), a Delaware corporation and a direct, wholly-owned subsidiary of EFIH; # Energy Future Competitive Holdings Company LLC (“EFCH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH; # Texas Competitive Electric Holdings Company LLC (“TCEH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFCH; # each of TCEH’s direct and indirect subsidiaries listed on the signature pages hereto (the “TCEH Subsidiaries,” and together with TCEH and EFCH, the “TCEH Debtors”); and # each of EFH’s other direct and indirect subsidiaries listed on the signature pages hereto (each of the foregoing entities identified in subclauses [(i) through (viii)] a “Debtor” and, collectively, the “Debtors”);

“Unencumbered Assets” means, as of any date of determination, all Properties that are not subject to any Liens or Negative Pledges and which are # Wholly-Owned by a Borrower or a Wholly Owned Subsidiary that is a Loan Party, or # Wholly-Owned by a Subsidiary that is a Loan Party but that is not a Wholly Owned Subsidiary (but at least ninety percent (90%) of whose Equity Interests are owned, directly or indirectly, by the Principal Borrower), and such Properties are controlled exclusively by such Subsidiary (including control over the ability to dispose of, grant Liens in, or otherwise encumber assets, and to incur, repay and prepay Indebtedness, provide guarantees and make restricted payments in respect thereof, in each case without any requirement for the consent of any other Person).

any Subsidiary of ​ may dispose of all or substantially all of its business, property or assets (including its Capital Stock), in one transaction or a series of transactions, to, # ​ or any Wholly-owned Subsidiary of ​ (provided that such Wholly-owned Subsidiary shall be a Subsidiary Guarantor) or # to any other Person in compliance with Section 6.08; and