the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Settling TCEH Unsecured Noteholders”) that hold claims against the TCEH Debtors arising out of the 10.25% Fixed Senior Notes due 2015 (including Series B) and 10.50%/11.25% Senior Toggle Notes due 2016 issued pursuant to that certain Indenture (the “TCEH Unsecured Notes Indenture”) dated as of October 31, 2007 by and among, inter alia, TCEH and TCEH Finance, as issuers, and EFCH and the TCEH Subsidiaries, as guarantors, and Law Debenture Trust Company of New York, as successor indenture trustee to The Bank of New York Mellon (the “TCEH Unsecured Notes Trustee”) (all such claims, the “TCEH Unsecured Note Claims”);

Notes. The Notes executed by Borrower in favor of each Lender requesting Notes;

Notes. The obligation of [[Organization A:Organization]] to repay the principal and interest of the Loan shall be evidenced by the Note(s).

Notes. Agent shall have received a Second Amended and Restated Revolving Loan Notes in favor of BMO Harris Bank, N.A.

Notes. The assigning Lender shall deliver all Notes evidencing the assigned interests to the Company or the Administrative Agent (and the Administrative Agent shall deliver such Notes to the Company).

Notes. The Revolving Loans made by each Revolving Loan [[Organization A:Organization]] shall be evidenced by a duly executed promissory note of the Borrowers to each [[Organization A:Organization]] in

Notes. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Term Loans made to it by each Lender, together with interest thereon, shall, at the request of the applicable Lender, be evidenced by a Term Loan Note, dated the Closing Date payable to the order of such Lender or its registered assigns in a face amount equal to the Term Loan Commitment, as applicable, of such Lender. The Borrower hereby unconditionally promises to pay, to the order of each of the [[Organization A:Organization]] and the Administrative Agent or their registered assigns, as applicable, the outstanding principal amount of the Term Loans and other Obligations as provided in this Agreement and the other Loan Documents.

the entry into, performance of its obligations and exercise of its rights with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any New Incremental Notes, the Unsecured Financing Documentation, the Junior Financing Documentation, any Permitted Additional Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing and the Guarantees permitted by clause (c) below;

UNSECURED TRUST. Before a Change of Control, Interpublic shall contribute to an Unsecured Trust an amount equal to the value of the sum of all benefits that would become payable under the Plan if every Participant employed by Interpublic and/or any other Employer immediately before the Change of Control terminated employment involuntarily, and without Cause, immediately after the Change of Control. The amount

Rights Unsecured. The right of any Participant to receive an Award under the Plan shall constitute an unsecured claim against the general assets of the Company.