The Oncor Management Interests represent approximately 0.22% of the outstanding interests in Oncor. The Oncor Management Interests are owned beneficially and of record by Seller, free and clear of any Liens and Claims, other than (i) restrictions on transfer under federal and state securities Laws and (ii) restrictions under the terms of the Oncor LLC Agreement and the OMI LLC Agreement. Upon the sale, transfer and delivery of the Oncor Management Interests in accordance with the terms of this Agreement, Seller shall not have any Equity Interest of any kind in Oncor, it being understood that good and valid title to any Equity Interests in Oncor formerly held by it shall pass exclusively to the Purchaser pursuant to this Agreement with no increase in the aggregate consideration payable to Seller hereunder.