searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the [[Administrative Agent:Organization]] in order to perfect the [[Administrative Agent:Organization]]’s security interest in the Intellectual Property;

Co-op Loan: Valid First Lien. With respect to each Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first security interest on the related Co-op Shares securing the related Proprietary Lease, subject only to # liens of the Co-op Corporation

Good Standing and Tax Lien Certificates. [[Organization B:Organization]] shall have received good standing and Tax Lien certificates for each Loan Party dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Loan Party's (other than the Mexican Loan Parties') jurisdiction of incorporation or formation, as the case may be;

Waiver and Subordination of Security Lien. Landlord hereby subordinates any all lien rights it may now have or hereafter acquire, by Law or otherwise, in Tenant’s existing or hereafter acquired personal property, inventory, furniture, furnishings, fixtures, equipment, licenses, permits and all other tangible and intangible property, assets and accounts, and all additions, modifications, products and proceeds thereof to any lien or security interest granted by Tenant in or to any or of its personal property or equipment as security for indebtedness of any kind or nature, and # Landlord shall under no circumstances ever have and hereby waives any lien or security interest in any personal property belonging to Tenant’s employees or other Agents, or in the work product, documents, plans, medical records, or other printed materials belonging to Tenant or in Tenant’s possession or control. Within seven (7) business days after request from time to time, Landlord shall execute, acknowledge and deliver to Landlord such agreements, documents and interests as Tenant may require to confirm such subordination and waiver, and to permit Tenant’s lenders to access the Premises for purposes of removal of any such items in which Tenant may grant a lien, security interest or other right to re-possess the same. Nothing contained herein shall be deemed to be a grant to Landlord by Tenant of a security interest in and to any property of Tenant (or any Tenant’s Agent) of any kind or nature.

Payment Restrictions Regarding Second Lien Debt. Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, prior to the Discharge of First Lien Debt, Second Lien Agent and the other Second Lien Secured Parties shall not have any right to receive payment on account of the Second Lien Debt other than Permitted Second Lien Payments as and when due. Except as set forth in the immediately preceding sentence, and notwithstanding the terms of the Second Lien Documents, Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that it will not accept any Distribution (other than Reorganization Subordinated Securities) with respect to the Second Lien Debt until the Discharge of First Lien Obligations. Each Grantor may resume making Permitted Second Lien Payments pursuant to clauses (a) and (b) of the definition of Permitted Second Lien Payments and clause (i) of the definition of Second Lien Agent Payments (and may make any such Permitted Second Lien Payments missed due to the application of this Section 3.1 hereof) at any time that such payments are not prohibited by the provisos within clauses (a) and (b) of the definition of Permitted Second Lien Payments or the exception within clause (ii) of the definition of Second Lien Agent Payments, as applicable. For the avoidance of doubt, nothing herein shall limit or impair # the ability of the Second Lien Secured Parties to convert the Second Lien Debt into equity interests of the Borrower in accordance with the Second Lien Documents, and in connection with such conversion, to receive payments in cash solely with respect to fractional equity interests that cannot otherwise be converted into equity interests of the Borrower in accordance with the Second Lien Documents; provided, however, that in the event that any such cash payment(s) on account of fractional equity interests would cause the aggregate amount of such cash payments in any fiscal year to exceed $1,000,000, Grantors shall provide First Lien Agent and Second Lien Agent with written notice prior to the making of any such payment(s) and such payment(s) shall be subject to satisfaction of the conditions set forth in clause (b) of the definition of “Permitted Second Lien Payments” with respect to Second Lien Other Payments; or # the right of any Second Lien Holder to trade, sell or otherwise dispose of any Second Lien Debt to any Person (other than a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) (such transaction a “Second Lien Trade”), and to accept and retain any cash or other consideration (other than from a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) in connection with any such Second Lien Trade.

Representations by Second Lien Secured Parties. Second Lien Agent, on behalf of the Second Lien Secured Parties, represents and warrants to First Lien Agent that:

“Lender Group Expenses” means all # costs or expenses (including taxes, and insurance premiums) required to be paid by any Loan Party under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, # reasonable out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with any Loan Party under any of the Loan Documents, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, PPSA searches and UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter), real estate surveys, real estate title policies and endorsements, and environmental audits, # Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party, # Agent's customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Loan Party (whether by wire transfer or otherwise), together with any reasonable out-of-pocket costs and expenses incurred in connection therewith, # customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, # reasonable out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, # reasonable out-of-pocket field examination, appraisal and valuation fees and expenses (including travel, meals, and lodging) of Agent related to any field examinations, appraisals or valuation to the extent of the fees and charges (and up to the amount of any limitation) expressly provided for in the Agreement or the Fee Letter, # reasonable out-of-pocket costs and expenses (including reasonable attorneys fees and expenses) of third party claims or any other lawsuit or adverse proceeding paid or incurred by the Lender Group, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents or the Lender

the Administrative Agent shall have received searches of filings in the applicable filing offices and new Filings in connection with the security interests granted by the New Fund Group Borrowers and the New [[General Partners:Organization]], and reasonably acceptable to the Administrative Agent;

the Agent shall have received reasonably satisfactory evidence that the Agent (on behalf of the Lender Group) shall have a valid and perfected first priority (subject to the exceptions set forth in this Agreement) Lien and security interest in the Collateral (including, without limitation, receipt of all certificates evidencing pledged Equity Interests, with accompanying executed stock powers, and all UCC financing statements to be filed in the applicable government UCC filing offices), and all filings, recordations and customary lien searches (the results of which shall demonstrate that, after giving effect to this Agreement and the transactions contemplated herein on the Sixth Restatement Effective Date, no Liens exist with respect to any Collateral, other than Permitted Liens) necessary or desirable in connection with the security interests in and Liens on the Collateral shall have been duly made or obtained and all filing and recording fees and taxes in connection therewith shall have been duly paid (or will be paid in connection with the consummation of the transactions contemplated to occur on the Sixth Restatement Effective Date));

Subject to the occurrence of the Settlement Effective Date, except as otherwise agreed in writing by the Debtors, the Required TCEH Creditor Parties, and the TCEH Official Committee (including pursuant to the Plan Support Agreement), upon consummation of an Alternative Restructuring of any or all of the TCEH Debtors (other than any TCEH Debtor whose total assets are less than 2.5% of the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims, Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Note Claims, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, in the aggregate, $550 million in Cash (which shall be subject to reduction only pursuant to # [Section 11] of the Plan Support Agreement and # Section 2.7 of this Settlement Agreement, and shall not otherwise be subject to dilution or reduction as a consequence of any claim or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Payment shall be made # from the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amount of the TCEH Cash Payment), the first proceeds of any sale, transfer, or other disposition of the Prepetition Collateral (as defined in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supported by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”) and # before any payment or other distribution (including transfer) is made in connection with such an Alternative Restructuring to the holders of Allowed TCEH First Lien Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidance of doubt, any distribution of the TCEH Cash Payment that would otherwise be made to or received by holders of Allowed TCEH First Lien Deficiency Claims pursuant to this Section 2.2(a), if applicable, shall be subject to Section 2.2(b) of this Settlement Agreement.