Common use of Issuer May Consolidate, etc., Only on Certain Terms Clause in Contracts

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an OfficerIssuer’s Certificate and an Opinion of Counsel Counsel, each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) shall expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an OfficerIssuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into or transfer all or substantially all of its properties or assets to any other Personperson, unless: (i) the Person person (if other than the Issuer) formed by or surviving such the consolidation or merger shall be a Person or to which the transfer is made is organized and existing under the laws of the United States of America or any State or and expressly assumes the District due and punctual payment of Columbia the principal and shall expressly assume, interest on the Notes and the performance of every obligation under each Transaction Document on the part of the Issuer to be performed by an indenture supplemental heretoto this Indenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof Trustee and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinCredit Enhancer; (ii) immediately after giving effect to such the transaction, no Incipient Default or Event of Default shall have has occurred and be is continuing; (iii) each the Rating Agency shall have notified Condition has been satisfied with respect to the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received has delivered to the Indenture Trustee and the Credit Enhancer an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such the transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that is necessary to maintain each lien and security interest the Security Interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have has been taken; and (vi) the Issuer shall have has delivered to the Indenture Trustee and the Credit Enhancer an Officer’s 's Certificate and an Opinion of Counsel each stating that such the consolidation or merger and any related the supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent provided for in this Indenture relating to such the transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture Indenture, and each other Basic Document, on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such consolidation or merger and any related supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Owner Trust Estate, to any PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, Notes and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) the Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Early Amortization Event, Indenture Default or Indenture Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each lien the Lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 3.10(a) and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust EstateProperty, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, securities and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Early Amortization Event, Indenture Default or Indenture Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any CertificateholderCertificate holder; (v) any action that as is necessary to maintain each lien the Lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 3.10(b) and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)with.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and the other Basic Documents on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Indenture Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture Indenture, and each other Basic Document, on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such consolidation or merger and any related supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Owner Trust Estate, to any PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture Indenture, and each other Basic Document, on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such consolidation or merger and any related supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Owner Trust Estate, to any PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) such Person has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) shall expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transactionconsolidation or merger, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal consolidation or reduction of the rating then assigned thereby to any Class of Notesmerger; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture TrusteeTrustee shall have occurred and be continuing) to the effect that such transaction consolidation or merger will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied compiled with (including any filing filings required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transactionconveyance or transference, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal conveyance or reduction of the rating then assigned thereby to any Class of Notestransference; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction conveyance or transference will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer transference and such supplemental indenture comply with this Section 3.10 Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing filings required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into or transfer all or substantially all of its properties or assets to any other Personperson, unless: (i) the Person person (if other than the Issuer) formed by or surviving such the consolidation or merger shall be a Person or to which the transfer is made is organized and existing under the laws of the United States of America or any State or and expressly assumes the District due and punctual payment of Columbia the principal and shall expressly assume, interest on the Notes and the performance of every obligation under each Transaction Document on the part of the Issuer to be performed by an indenture supplemental heretoto this Indenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof Trustee and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinCredit Enhancer; (ii) immediately after giving effect to such the transaction, no Incipient Default or Event of Default shall have has occurred and be is continuing; (iii) each the Rating Agency shall have notified Condition has been satisfied with respect to the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received has delivered to the Indenture Trustee and the Credit Enhancer an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such the transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder, with a copy to the Credit Enhancer; (v) any action that is necessary to maintain each lien and security interest the Security Interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have has been taken; and (vi) the Issuer shall have has delivered to the Indenture Trustee and the Credit Enhancer an Officer’s 's Certificate and an Opinion of Counsel each stating that such the consolidation or merger and any related the supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent provided for in this Indenture relating to such the transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Issuer has been advised in writing that the ratings of the Notes and the Certificates, if any, then in effect would not be qualified, reduced or withdrawn by any Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not as a result in the removal or reduction of the rating then assigned thereby to any Class of Notesmerger or consolidation; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuer, any Noteholder or any CertificateholderSecurityholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by Lien of this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent provided for in this Indenture herein relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, Noteholders and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Issuer has been advised in writing that the ratings of the Notes and the Certificates, if any, then in effect would not be qualified, reduced or withdrawn by any Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not as a result in the removal or reduction of the rating then assigned thereby to any Class of Notesmerger or consolidation; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderSecurityholder; (v) any action that is necessary to maintain each lien and security interest the Lien created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall a. be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, b. expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and c. assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to PG&E, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to PG&E, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse federal or State income tax consequence to the Issuer, PG&E, the Indenture Trustee or the then existing Bondholders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and each Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Recovery Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted: (i) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (ii) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transactionherein and in the Series Supplement, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (Div) unless otherwise provided in such the supplemental indentureindenture referred to in clause (i) above, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesRecovery Bonds (including the enforcement costs of such indemnity), and (Ev) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Recovery Bonds and (vi) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to PG&E, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to PG&E, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse federal or State income tax consequence to the Issuer, any Noteholder PG&E, the Indenture Trustee or any Certificateholderthe then existing Bondholders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Recovery Bond Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and each Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee each Rating Agency, within ten days, either (1) confirms in writing that such transaction will consolidation or merger shall not result cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such consolidation or merger shall cause the removal then-current rating of any class of Notes to be qualified, reduced or reduction of the rating then assigned thereby to any Class of Noteswithdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction consolidation or merger, for United States federal income tax purposes, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such consolidation or merger will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by Lien of this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent provided for in this Indenture herein relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, Noteholders and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee each Rating Agency, within ten days, either (A) confirms in writing that such transaction would consolidation or merger shall not result cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn or (B) has not confirmed in writing that such consolidation or merger shall cause the removal then-current rating of any class of Notes to be qualified, reduced or reduction of the rating then assigned thereby to any Class of Noteswithdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction conveyance or transfer, for United States federal income tax purposes, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such conveyance or transfer will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such conveyance or transfer will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain each lien and security interest the Lien created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) shall expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any Person, unless: (i1) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Calculation Agent and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such Statestate, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction been satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating then assigned thereby to any Outstanding Class of Notes) with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or and treated as a United States person under Section 7701(a)(30) of the District of ColumbiaCode, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating then assigned thereby to any Outstanding Class of Notes); (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction been satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating then assigned thereby to any Outstanding Class of Notes) with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or and treated as a United States person under Section 7701(a)(30) of the District of ColumbiaCode, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating then assigned thereby to any Outstanding Class of Notes); (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, Servicing Agreement and the other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to Duke Energy Progress, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Duke Energy Progress and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, Duke Energy Progress, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Collateral created by this Indenture shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesStorm Recovery Bonds, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Collateral and the Storm Recovery Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to Duke Energy Progress, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Duke Energy Progress, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder Duke Energy Progress, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Parent or permit Parent to consolidate with or merge into the Issuer or (ii) except to the extent permitted under Section 1012, directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other PersonPerson or Persons or permit any other Person to consolidate with or merge into the Issuer or (ii) (other than, to the extent permitted under Section 1012, to a Restricted Subsidiary that is or becomes a Guarantor and an Offering Proceeds Note Guarantor or to Parent so long as Parent is a Guarantor) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons, unless: (i1) in a transaction in which the Issuer is not the surviving Person (if or in which the Issuer transfers, sells, leases, conveys or otherwise disposes of all or substantially all of its assets to any other than Person, the Issuer) formed by or surviving such consolidation or merger shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments all of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of Issuer’s obligations under this Indenture on the part of the Issuer to be performed or observed, all as provided hereinIndenture; (ii2) immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii3) immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default the Issuer (or Event the successor entity) could Incur at least $1.00 of Default shall have occurred and be continuingadditional Debt pursuant to paragraph (a) of Section 1011; (iii4) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that if, as a result of any such transaction would not result in the removal or reduction transaction, Property of the rating then assigned thereby Issuer (or the successor entity) or any Issuer Restricted Subsidiary would become subject to any Class a Lien prohibited by the provisions of Notes; (iv) Section 1014, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (5) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one Person and such Person shall have complied with all the provisions of this paragraph; and (vi6) Parent and the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation, merger, transfer, sale, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply indenture, complies with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction herein have been complied with (including any filing required by the Exchange Act)with.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture Indenture, and each other Basic Document, on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Depositor and the Indenture Trustee) to the effect that such transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction been satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating then assigned thereby to any Outstanding Class of Notes) with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbiaand treated as a United States Person under Section 7701(a)(30), (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating then assigned thereby to any Outstanding Class of Notes); (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Level 3 Parent or permit Level 3 Parent to consolidate with or merge into the Issuer or (ii) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Level 3 Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (A) consolidate with or merge into any other Personperson or persons or permit any other person to consolidate with or merge into the Issuer or (B) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other person or persons (other than (w) to a Subsidiary that is or becomes a Guarantor and a Loan Proceeds Note Guarantor at the time of such transfer, sale, lease, conveyance or disposition or to Level 3 Parent so long as Level 3 Parent is a Guarantor, (x) any transfer of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Facility permitted under Section 9.08(b)(xxvii), (y) any transfer of Receivables to a Receivables Subsidiary in connection with a Qualified Receivables Facility permitted under Section 9.08(b)(xxviii), or (z) any transfer of Digital Products to a Digital Products Subsidiary in connection with a Qualified Digital Products Facility permitted under Section 9.08(b)(xxx)), unless: (i1) in a transaction in which the Person (if Issuer is not the surviving person or in which the Issuer transfers, sells, leases, conveys or otherwise disposes of all or substantially all of its assets to any other than person, the Issuer) formed by or surviving such consolidation or merger shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments all of the principal of Issuer’s obligations under this Indenture and interest on all Notes in accordance with the terms thereof and shall expressly assume the performance or observance of every agreement the covenants and covenant of this Indenture on the part obligations of the Issuer under the Collateral Documents and shall cause such amendments, supplements or other instruments to be performed executed, filed and recorded in such jurisdictions as may be required by applicable law to cause any property or observedassets that constitute Collateral to be subject to a Lien securing the Securities, all together with such financing statements or comparable documents as provided hereinmay be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (ii2) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Issuer (or the successor entity) or a Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes[reserved]; (iv4) if, as a result of any such transaction, property of the Issuer (or the successor entity) or any Subsidiary would become subject to a Lien prohibited by the provisions of Section 9.10, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (5) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one person and such person shall have complied with all the provisions of this paragraph; and (vi6) Level 3 Parent and the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation consolidation, merger, transfer, sale, lease, conveyance or merger and any related other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Section 3.10 Article 7 and that all conditions precedent provided for in this Indenture relating to such transaction herein have been complied with (including any filing required by the Exchange Act)with. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer its properties or assets, including those included in at all times own all the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties issued and assets outstanding Equity Interests of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)Level 3 Communications.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and the other Basic Documents on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, Issuer or any Noteholder or any CertificateholderSwap Counterparty; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Indenture Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders and any Currency Swap Counterparty, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee each Rating Agency, within ten days, either (1) confirms in writing that such transaction will consolidation or merger shall not result cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such consolidation or merger shall cause the removal then-current rating of any class of Notes to be qualified, reduced or reduction of the rating then assigned thereby to any Class of Noteswithdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction consolidation or merger, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, each for United States federal income tax purposes, (B) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for United Sates federal income tax purposes and (C) such consolidation or merger will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by Lien of this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent provided for in this Indenture herein relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, Noteholders and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee each Rating Agency, within ten days, either (1) confirms in writing that such transaction would consolidation or merger shall not result cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such consolidation or merger shall cause the removal then-current rating of any class of Notes to be qualified, reduced or reduction of the rating then assigned thereby to any Class of Noteswithdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction conveyance or transfer, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, each for United States federal income tax purposes, (B) such conveyance or transfer will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such conveyance or transfer will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain each lien and security interest the Lien created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture TrusteeTrustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing), the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transactionconsolidation or merger, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal consolidation or reduction of the rating then assigned thereby to any Class of Notesmerger; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture TrusteeTrustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing) to the effect that such transaction consolidation or merger will not have any material adverse tax consequence to the IssuerTrust, the Insurer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied compiled with (including any filing filings required by the Exchange Act); and (vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer shall have given the Insurer written notice of such consolidation or merger at least 20 Business Days prior to the consummation of such action and shall have received the prior written approval of the Insurer of such consolidation or merger and the Issuer or the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture TrusteeTrustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing), the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transactionconveyance or transference, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal conveyance or reduction of the rating then assigned thereby to any Class of Notestransference; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture TrusteeTrustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing) to the effect that such transaction conveyance or transference will not have any material adverse tax consequence to the IssuerTrust, the Insurer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer transference and such supplemental indenture comply with this Section 3.10 Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer shall have given the Insurer written notice of such conveyance or transfer of properties or assets at least 20 Business Days prior to the consummation of such action and shall have received the prior written approval of the Insurer of such conveyance or transfer and the Person acquiring by conveyance or transference the properties or assets of the Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture Indenture, and each other Basic Document, on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such consolidation or merger and any related supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Owner Trust Estate, to any PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any Person, unless: (i1) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such Statestate, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee each Rating Agency, within ten days, either (A) confirms in writing that such transaction will consolidation or merger shall not result cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (B) has not confirmed in writing that such consolidation or merger shall cause the removal then-current rating of any class of Notes to be qualified, reduced or reduction of the rating then assigned thereby to any Class of Noteswithdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction consolidation or merger, for United States federal income tax purposes, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such consolidation or merger will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by Lien of this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent provided for in this Indenture herein relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, Noteholders and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee each Rating Agency, within ten days, either (A) confirms in writing that such transaction would consolidation or merger shall not result cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn or (B) has not confirmed in writing that such consolidation or merger shall cause the removal then-current rating of any class of Notes to be qualified, reduced or reduction of the rating then assigned thereby to any Class of Noteswithdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction conveyance or transfer, for United States federal income tax purposes the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such conveyance or transfer will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such conveyance or transfer will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain each lien and security interest the Lien created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall a. be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, b. expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and c. assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to SCE, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to SCE, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse federal or State income tax consequence to the Issuer, SCE, the Indenture Trustee or the then existing Bondholders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture, the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Recovery Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted a. shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, b. expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the IssuerSeries Supplement, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) c. expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) d. unless otherwise provided in such the supplemental indentureindenture referred to in clause (i) above, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesRecovery Bonds (including the enforcement costs of such indemnity), and (E) e. expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Recovery Bonds and f. if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to SCE, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to SCE, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse federal or State income tax consequence to the Issuer, any Noteholder SCE, the Indenture Trustee or any Certificateholderthe then existing Bondholders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Recovery Bond Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and the Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Trust or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Trust or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) such Person has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Parent or permit Parent to consolidate with or merge into the Issuer or (ii) except to the extent permitted under Section 1012, directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other PersonPerson or Persons or permit any other Person to consolidate with or merge into the Issuer or (ii) (other than, to the extent permitted under Section 1012, to a Restricted Subsidiary that is or becomes a Guarantor and an Offering Proceeds Note Guarantor or to Parent so long as Parent is a Guarantor) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons, unless: (i1) in a transaction in which the Issuer is not the surviving Person (if or in which the Issuer transfers, sells, leases, conveys or otherwise disposes of all or substantially all of its assets to any other than Person, the Issuer) formed by or surviving such consolidation or merger shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments all of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of Issuer’s obligations under this Indenture on the part of the Issuer to be performed or observed, all as provided hereinIndenture; (ii2) immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii3) immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default the Issuer (or Event the successor entity) could Incur at least $1.00 of Default shall have occurred and be continuingadditional Debt pursuant to paragraph (a) of Section 1011; (iii4) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that if, as a result of any such transaction would not result in the removal or reduction transaction, Property of the rating then assigned thereby Issuer (or the successor entity) or any Issuer Restricted Subsidiary would become subject to any Class a Lien prohibited by the provisions of Notes; (iv) Section 1014, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (5) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one Person and such Person shall have complied with all the provisions of this paragraph; and (vi6) Parent and the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation, merger, transfer, sale, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply indenture, complies with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)with.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, assume by an indenture supplemental heretoa Supplemental Indenture, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the related Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the applicable Series Supplement or Series Supplements, and (C) expressly assume all obligations and succeed to all rights of the Issuer under the Transfer Agreement, the Sale Agreement, the Servicing Agreement, the Issuer Administration Agreement and any Swap Agreement; (ii) immediately after giving effect to such consolidation or merger, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such consolidation or merger; (iv) the Issuer shall have delivered to the Seller, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to the Seller and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that such consolidation or merger will not result in a material adverse federal or state tax consequence to the Issuer, the Seller, the Indenture Trustee or the then-existing Environmental Control Bondholders; (v) any action as is necessary to maintain the first priority perfected security interest on in the Collateral created by this Indenture and the related Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and any related Supplemental Indenture comply with this Indenture, any related Series Supplement and that all Notes condition precedent herein provided for with respect to such consolidation or merger have been complied with. (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in accordance with the terms thereof Collateral to any other Person unless: (i) the Person that acquires the properties and assets of the Issuer, shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by a Supplemental Indenture, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinherein and in the applicable Series Supplements, (C) expressly agrees by means of such Supplemental Indenture that all right, title and interest so sold, conveyed, exchanges, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the Supplemental Indenture referred to in clause (B) above, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the related Series Supplements and the Environmental Control Bonds, (E) expressly agrees by means of a Supplemental Indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Environmental Control Bonds and (F) if such sale, conveyance, exchange, transfer or disposal related to the Issuer’s rights and obligations under the Transfer Agreement, Sale Agreement, Servicing Agreement or any Swap Agreement, assume all obligations and succeed to all rights of the Issuer under the applicable agreement; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received delivered to the Seller, the Indenture Trustee and the Rating Agencies an Opinion opinion or opinions of Counsel outside tax counsel (as selected by the Issuer, in form and shall have delivered copies thereof substance reasonably satisfactory to the Seller and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse federal or state income tax consequence to the Issuer, any Noteholder the Seller, the Indenture Trustee or any Certificateholderthe then existing Bondholders; (v) any action that as is necessary to maintain each lien the Lien and the first priority perfected security interest in the Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the related Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation sale, conveyance, exchange, transfer or merger other disposition and any related supplemental indenture complies such Supplemental Indenture comply with this Section 3.10 Indenture and the related Series Supplement and that all conditions precedent herein provided for in this Indenture relating Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction been satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating then assigned thereby to any Outstanding Class of Notes) with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or and treated as a United States person under Section 7701(a)(30) of the District of ColumbiaCode, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating then assigned thereby to any Outstanding Class of Notes); (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (i) shall be a Person organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in a form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 and that 11.13, (ii) all conditions precedent provided for in this Indenture Section 11.13 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (4) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation or merger; (5) the Issuer shall have received (and shall have delivered copies thereof to the Indenture Trustee) an Issuer Tax Opinion and a Master Trust Tax Opinion for each applicable Master Trust; and (6) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i1) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia, (B) expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders lien and Security Interest of the NotesIndenture Trustee created by this Indenture, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Securities Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or and (2E) not be an “investment company” as defined in the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionInvestment Company Act; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii3) each the Note Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal conveyance or reduction of the rating then assigned thereby to any Class of Notestransfer; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholderan Issuer Tax Opinion and a Master Trust Tax Opinion for each applicable Master Trust; (v5) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Section 3.10 11.13 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any other Personassociated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (i1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the Issuer) formed by or surviving to which such consolidation sale, assignment, transfer, lease, conveyance or merger shall be other disposition will have been made is a Person organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the District of Columbia (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation organized or existing under the laws of the United States of America or States, any State state thereof or the District of Columbia becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeNotes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, no Default or Event as if such transactions had occurred at the beginning of Default shall have occurred and be continuing;the Applicable Measurement Period, (iiiA) each Rating Agency shall have notified the Indenture Trustee Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Owner Trustee that such transaction will not result in the removal or reduction Fixed Charge Coverage Ratio of the rating then assigned thereby Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been takentransaction; and (vi5) the Issuer or, if applicable, the Successor Company shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that such consolidation merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or merger disposition and any related such supplemental indenture complies indentures or other documents or instruments, if any, comply with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Indenture. (b) Except as expressly provided in this Indenture or in the Basic DocumentsThe Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. This Article Eight shall not convey apply to (1) any merger, consolidation or transfer its properties amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, including those included in among the Trust EstateIssuer and its Restricted Subsidiaries, to any Person(2) a merger, unless: (i) the Person that acquires by conveyance consolidation or transfer such properties and assets amalgamation of the Issuer shall (A) be a United States citizen with or a Person organized and existing under the laws into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States of America or States, any State state thereof or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v3) any action Required Asset Sale that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply complies with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income or Michigan income or single business tax consequence to the Issuer, Issuer or any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any other Personassociated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (i1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the Issuer) formed by or surviving to which such consolidation sale, assignment, transfer, lease, conveyance or merger shall be other disposition will have been made is a Person organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States of America or States, any State state thereof or the District of Columbia (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeNotes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, no Default or Event as if such transactions had occurred at the beginning of Default shall have occurred and be continuing;the Applicable Measurement Period, (iiiA) each Rating Agency shall have notified the Indenture Trustee Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Owner Trustee that such transaction will not result in the removal or reduction Fixed Charge Coverage Ratio of the rating then assigned thereby Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been takentransaction; and (vi5) the Issuer or, if applicable, the Successor Company shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that such consolidation merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or merger disposition and any related such supplemental indenture complies indentures or other documents or instruments, if any, comply with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Indenture. (b) Except as expressly provided in this Indenture or in the Basic DocumentsThe Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. This Article Eight shall not convey apply to (1) any merger, consolidation or transfer its properties amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, including those included in among the Trust EstateIssuer and its Restricted Subsidiaries, to any Person(2) a merger, unless: (i) the Person that acquires by conveyance consolidation or transfer such properties and assets amalgamation of the Issuer shall (A) be a United States citizen with or a Person organized and existing under the laws into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States of America or States, any State state thereof or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v3) any action Required Asset Sale or Legacy Loan Portfolio Sale that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply complies with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to Wisconsin Electric, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Wisconsin Electric and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or State income tax consequence to the Issuer, Wisconsin Electric, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Environmental Trust Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Environmental Trust Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesEnvironmental Trust Bonds (including the enforcement costs of such indemnity), and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Environmental Trust Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received delivered to Wisconsin Electric, the Indenture Trustee and the Rating Agencies an Opinion opinion or opinions of Counsel outside tax counsel (as selected by the Issuer, in form and shall have delivered copies thereof substance reasonably satisfactory to Wisconsin Electric and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or State income tax consequence to the Issuer, any Noteholder Wisconsin Electric, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Environmental Trust Bond Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and the Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income or Michigan income or single business tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an OfficerIssuer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) shall expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an OfficerIssuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i1) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such Statestate, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) expressly assumes all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to Public Service Company of New Mexico, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Public Service Company of New Mexico and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, Public Service Company of New Mexico, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesEnergy Transition Bonds, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Collateral and the Energy Transition Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion delivered to Public Service Company of Counsel (and shall have delivered copies thereof to New Mexico, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Public Service Company of New Mexico, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder Public Service Company of New Mexico, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and the Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall a. be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, b. expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and c. assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to PG&E, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to PG&E, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse federal or State income tax consequence to the Issuer, PG&E, the Indenture Trustee or the then existing Bondholders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and each Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Recovery Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted: (i) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (ii) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transactionherein and in the Series Supplement, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (Div) unless otherwise provided in such the supplemental indentureindenture referred to in clause (i) above, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesRecovery Bonds (including the enforcement costs of such indemnity), and (Ev) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Recovery Bonds and (vi) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to PG&E, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to PG&E, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse federal or State income tax consequence to the Issuer, any Noteholder PG&E, the Indenture Trustee or any Certificateholderthe then existing Bondholders; (v) any action that as is necessary to maintain each lien the Lien and the first priority perfected security interest in the Recovery Bond Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and each Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any of the Class of A Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any of the Class of A Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture Indenture, and each other Basic Document, on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such consolidation or merger and any related supplemental indenture complies comply with this Section 3.10 Article and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Owner Trust Estate, to any PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and the other Basic Documents on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, Issuer or any Noteholder or any CertificateholderSwap Counterparty; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Indenture Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders and any Cross-Currency Swap Counterparty, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, Servicing Agreement and the other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to Cleco Power, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Cleco Power and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, Cleco Power, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Trust Estate created by this Indenture shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Trust Estate, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesStorm Recovery Bonds, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Trust Estate and the Storm Recovery Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to Cleco Power, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Cleco Power, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder Cleco Power, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest created by in the Trust Agreement, the Sale and Servicing Agreement or Estate created by this Indenture shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all its properties or assets, including those included in the Indenture Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of of, and interest interest, if any, on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the NotesNoteholders, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse Federal or Delaware state tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Officers' Certificate of the Issuer and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor, [the Swap Counterparty] and the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, [the Swap Counterparty,] any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee [and the Swap Counterparty] an OfficerIssuer’s Certificate and an Opinion of Counsel Counsel, each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except Other than as expressly provided in this Indenture or in specifically contemplated by the Basic Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and or assets of the Issuer shall the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) shall expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, [the Swap Counterparty,] any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee Trustee, [the Swap Counterparty] and the Depositor an OfficerIssuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeTrustee and each Hedge Counterparty, in form satisfactory to the Indenture TrusteeTrustee and the Hedge Counterparties, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with and all amounts payable under the terms thereof Hedge Agreements and the performance or observance of every agreement and covenant of this Indenture Indenture, the Hedge Agreements, the Trust Certificates and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and the Hedge Counterparties) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or Noteholder, any Hedge Counterparty and any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and each Hedge Counterparty an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Except as expressly provided in this Indenture otherwise permitted hereunder or in under the Basic Transaction Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust EstateIndenture Collateral, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbiastate, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeTrustee and each Hedge Counterparty, in form and substance reasonably satisfactory to the Indenture TrusteeTrustee and the Hedge Counterparties, the duty to make due and punctual payments payment of the principal of and interest on all Notes Notes, the amounts payable under the Hedge Agreements and each other Transaction Document, and the performance or observance of every agreement and covenant of this Indenture and the Hedge Agreements on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the NotesNotes and the Hedge Counterparties, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and each Hedge Counterparty) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or Noteholder, any Hedge Counterparty and any Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and each Hedge Counterparty an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)with.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to Consumers Energy, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Consumers Energy and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, Consumers Energy, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Securitization Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Securitization Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesSecuritization Bonds, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Securitization Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received delivered to Consumers Energy, the Indenture Trustee and the Rating Agencies an Opinion opinion or opinions of Counsel outside tax counsel (as selected by the Issuer, in form and shall have delivered copies thereof substance reasonably satisfactory to Consumers Energy and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder Consumers Energy, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Securitization Bond Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and the Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate with or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) expressly assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to DTE Electric, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to DTE Electric and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or State income tax consequence to the Issuer, DTE Electric, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Securitization Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Securitization Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesSecuritization Bonds (including the enforcement costs of such indemnity), and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Securitization Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received delivered to DTE Electric, the Indenture Trustee and the Rating Agencies an Opinion opinion or opinions of Counsel outside tax counsel (as selected by the Issuer, in form and shall have delivered copies thereof substance reasonably satisfactory to DTE Electric and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or State income tax consequence to the Issuer, any Noteholder DTE Electric, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Securitization Bond Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and the Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to TCC, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to TCC and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse federal or state income tax consequence to the Issuer, TCC, the Indenture Trustee or the then existing Bondholders; (v) any action as is necessary to maintain the Lien and the first priority perfected security interest on in the Transition Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture, the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Transition Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in clause (B) above, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesTransition Bonds, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Transition Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assume all obligations and succeed to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received delivered to TCC, the Indenture Trustee and the Rating Agencies an Opinion opinion or opinions of Counsel outside tax counsel (as selected by the Issuer, in form and shall have delivered copies thereof substance reasonably satisfactory to TCC and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse federal or state income tax consequence to the Issuer, any Noteholder TCC, the Indenture Trustee or any Certificateholderthe then existing Bondholders; (v) any action that as is necessary to maintain each lien the Lien and the first priority perfected security interest in the Transition Bond Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and the Series Supplement and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, Servicing Agreement and the other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to Duke Energy Carolinas, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Duke Energy Carolinas and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, Duke Energy Carolinas, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Collateral created by this Indenture shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesStorm Recovery Bonds, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Collateral and the Storm Recovery Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to Duke Energy Carolinas, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Duke Energy Carolinas, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder Duke Energy Carolinas, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest in the Collateral created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, Person unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Indenture Default shall have occurred and be continuing; (iii) the Issuer shall have made available to each Rating Agency 10 days’ prior written notice thereof, and no Rating Agency shall have notified the Indenture Trustee and Trustee, the Administrator or the Owner Trustee that such transaction will not might or would result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse (A) affect the treatment of the Notes as debt for federal income tax consequence purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, any Noteholder the Transferor or any Certificateholderthe Vehicle Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 Article Three and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any PersonPerson other than pursuant to the terms of the Basic Documents, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (Cc) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such Statestate, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Indenture Default shall have occurred and be continuing; (iii) the Issuer shall have made available to each Rating Agency 10 days’ prior written notice thereof, no Rating Agency shall have notified the Indenture Trustee and Trustee, the Administrator or the Owner Trustee that such transaction might or would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse (A) affect the treatment of the Notes as debt for federal income tax consequence purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, any Noteholder the Transferor or any Certificateholderthe Vehicle Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (iA) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (iiB) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiiC) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (ivD) the Issuer shall have received an Opinion of Counsel (which shall not be from employees of the Issuer, CFUSA or the Depositor) which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any the Equity Certificateholder; (vE) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (viF) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (E) above or that no such actions will be taken) each stating that such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 Article Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required G) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Except as expressly provided in this Indenture or in the Basic Documents, the The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any PersonPerson (except as expressly permitted by the Transaction Documents), unless: (iA) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of ColumbiaState, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, Notes and (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (iiB) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiiC) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (ivD) the Issuer shall have received an Opinion of Counsel (which shall not be from an employee of the Issuer, CFUSA or the Depositor) which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any the Equity Certificateholder; (vE) any action that as is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and; (viF) the Issuer shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (E) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (G) the Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof Notes, and the performance or observance of every agreement and covenant of this Indenture Indenture, the Notes, the Trust Certificate and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that Holder of a Note has consented in writing to such transaction will not result in (and notice thereof has been provided to the removal or reduction of the rating then assigned thereby to any Class of NotesRating Agency); (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee on which the Trustee may conclusively rely) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any the Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which may conclusively rely on the Officer’s Certificate with respect to clauses (ii) and (iii) above and as to the taking of any action required by such Opinion of Counsel as it relates to clause (v) above) each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 3.19 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Except as expressly provided in this Indenture otherwise permitted hereunder or in under the Basic Transaction Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust EstateIndenture Collateral, to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, (B) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, the duty to make due and punctual payments payment of the principal of and interest on all Notes Notes, and the performance of each other Transaction Document, and the performance or observance of every agreement and covenant of this Indenture Indenture, the Notes, the Trust Certificate and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the NotesNotes as provided in the Transaction Documents, (D) and unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of Notes arising from such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictiontransfer; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that Holder of a Note has consented in writing to such transaction would not result in the removal or reduction of the rating then assigned thereby (and notice thereof has been provided to any Class of NotesRating Agency); (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee on which the Trustee shall be entitled to rely) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any the Certificateholder; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which may conclusively rely on a certificate of the transferee as to the transferee’s citizenship, if applicable, and on the Officer’s Certificate with respect to clauses (ii) and (iii) above and to the taking of any action required by such Opinion of Counsel as it relates to clause (v) above) each stating that such conveyance or transfer transfer, and such supplemental indenture indenture, comply with this Section 3.10 3.19 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)with.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person or sell substantially all of the assets of the Issuer to any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or to whom substantially all of the assets of the Issuer are sold shall (A) be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the duty to make due performance or observance of every agreement and punctual payments covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and the other Basic Documents to which the Issuer is a party (or under which the Issuer has rights) pursuant to an assignment and assumption agreement executed and delivered to the Indenture Trustee; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) prior notice shall be given to the Rating Agencies and the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to KGS, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to KGS and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, KGS, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Trust Estate created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in accordance this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the terms thereof Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Trust Estate, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred herein and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinSeries Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed sold, conveyed, exchanged, transferred or transferred otherwise disposed of shall be subject and subordinate to the rights of Holders of the NotesHolders, (D) unless otherwise provided in such the supplemental indentureindenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture Indenture, the Series Supplement and the NotesSecuritized Utility Tariff Bonds, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and with the Indenture Trustee determines must be made with (1) the Commission SEC (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes Trust Estate and the Securitized Utility Tariff Bonds and (F) if such sale, conveyance, exchange, transfer or (2) disposal relates to the Internal Revenue Service Issuer’s rights and obligations under the Sale Agreement or the relevant state or local taxing authorities Servicing Agreement, assumes all obligations and succeeds to all rights of any jurisdictionthe Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to KGS, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to KGS, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder KGS, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain each lien the Lien and the perfected security interest created by in the Trust Agreement, the Sale and Servicing Agreement or Estate created by this Indenture shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such conveyance sale, conveyance, exchange, transfer or transfer other disposition and such supplemental indenture comply with this Section 3.10 Indenture and that all conditions precedent herein provided for relating in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person (the “Surviving Person”) (A) is organized and existing under the laws of the United States of America or any State or state thereof, (B) is not subject to regulation as an “investment company” under the District of Columbia Investment Company Act and shall (C) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in a form satisfactory to the Indenture Trustee, the duty obligation to make due and punctual payments payment of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this the Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Pay Out Event shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (A) such consolidation or merger and any related such supplemental indenture complies comply with this Section 3.10 and that 3.10, (B) all conditions precedent provided for in this Indenture Section 3.10 relating to such transaction have been complied with (including any filing required by the Exchange Act)) and (iii) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against the Surviving Person; (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction; (v) Issuer shall have received a Tax Opinion with respect to such consolidation or merger; and (vi) any action that is necessary to maintain the lien and security interest created by the Indenture shall have been taken. (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i) the Person that acquires by conveyance or transfer such the properties and assets of Issuer (the Issuer shall “Acquiring Person”) (A) be is a United States citizen or a Person organized and existing under the laws of the United States of America or America, any State state thereof, or the District of Columbia, (B) is not subject to regulation as an “investment company” under the Investment Company Act, (C) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty obligation to make due and punctual payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this the Indenture on the part of the Issuer to be performed or observed, all as provided herein, (CD) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (DE) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Issuer against and from any loss, liability or expense arising under or related to this the Indenture and the Notes, Notes and (EF) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdictionNotes; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Pay Out Event shall have occurred and be continuing; (iii) each the Rating Agency Condition shall have notified the Indenture Trustee and the Owner Trustee that been satisfied with respect to such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notestransaction; (iv) the Issuer shall have received an a Tax Opinion of Counsel (and shall have delivered copies thereof with respect to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholdertransaction; (v) any action that is necessary to maintain each the lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (A) such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that 3.10, (B) all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act), and (C) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against the Acquiring Person.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer (the “Merging Entity”) shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its assets to any Person, unless permitted by Delaware law and unless: (ia) the Merging Entity shall be the surviving corporation, or the Person (if other than the IssuerMerging Entity) formed by or surviving such consolidation or merger into which the Merging Entity is merged or to which all or substantially all of the assets of the Merging Entity are transferred (the “Successor Entity”) (A) shall be a Person company organized and existing under the laws of any of the United States of America or States, any State state thereof or the District of Columbia or such other jurisdiction approved by a Majority of the Controlling Class; provided that no such approval shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of incorporation pursuant to Section 7.4, and (B) shall expressly assume, by an indenture supplemental heretohereto and an omnibus assumption agreement, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trusteeeach Holder, the duty to make Collateral Manager and the Collateral Administrator, the due and punctual payments payment of the principal of and interest on all Secured Notes, the payments of the Subordinated Notes in accordance with the terms thereof and the performance or and observance of every agreement and covenant of this Indenture and of each other Transaction Document on the its part of the Issuer to be performed or observed, all as provided hereinherein or therein, as applicable; (b) each Rating Agency shall have been notified in writing of such consolidation or merger and the Trustee shall have received written confirmation from each Rating Agency that its then-current ratings issued with respect to the Secured Notes then rated by such Rating Agency will not be reduced or withdrawn as a result of the consummation of such transaction; (c) if the Merging Entity is not the Successor Entity, the Successor Entity shall have agreed with the Trustee (i) to observe the same legal requirements for the recognition of such formed or surviving corporation as a legal entity separate and apart from any of its Affiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or merge with or into any other Person or transfer or convey the Assets or all or substantially all of its assets to any other Person except in accordance with the provisions of this Section 7.10; (d) if the Merging Entity is not the Successor Entity, the Successor Entity shall have delivered to the Trustee and each Rating Agency an Officer’s certificate and an Opinion of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in sub-Section (a) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of a supplemental indenture hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); that, immediately following the event which causes such Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture and any other Permitted Liens, to the Assets securing all of the Secured Notes and (ii) the Trustee continues to have a valid perfected first priority security interest in the Assets securing all of the Secured Notes; and in each case as to such other matters as the Trustee or any Noteholder may reasonably require; provided, that nothing in this clause shall imply or impose a duty on the Trustee to require other documents as to such other matters; (e) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiif) the Merging Entity shall have notified each Rating Agency shall have notified the Indenture Trustee of such consolidation, merger, transfer or conveyance and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and each Noteholder an Officer’s Certificate certificate and an Opinion of Counsel each stating that such consolidation consolidation, merger, transfer or merger conveyance and any related such supplemental indenture complies comply with this Section 3.10 Article VII and that all conditions precedent provided for in this Indenture Article VII relating to such transaction have been complied with (including any filing required by the Exchange Act).with; and (b) Except as expressly provided in this Indenture or in the Basic Documents, the Issuer shall not convey or transfer its properties or assets, including those included in the Trust Estate, to any Person, unless: (ig) the Person that acquires by conveyance or transfer such properties and assets of the Issuer Merging Entity shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and have delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payments Trustee an Opinion of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture Counsel stating that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Rating Agency shall have notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to or, if applicable, the Indenture TrusteeSuccessor Entity) to the effect that such transaction will not have any material adverse tax consequence be required to register as an investment company under the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange 1940 Act).