Common use of Merger or Consolidation of, or Assumption of the Obligations of, Servicer Clause in Contracts

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicer, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that may result from any merger or consolidation to which the Servicer shall be a party and succeeds to all or substantially all of the electric distribution business of the Servicer, or (d) that may otherwise succeed to all or substantially all of the electric distribution business of the Servicer, shall be the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute an agreement of assumption to perform every obligation of the Servicer hereunder, (ii) immediately after giving effect to such transaction, no Servicer Default and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (iv) prior written notice shall have been delivered to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric transmission and distribution business of the Servicer, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric transmission and distribution business of the Servicer, (c) that may result from any merger or consolidation to which the Servicer shall be a party and succeeds to all or substantially all of the electric transmission and distribution business of the Servicer, or (d) that may otherwise succeed to all or substantially all of the electric transmission and distribution business of the Servicer, shall be the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute an agreement of assumption to perform every obligation of the Servicer hereunder, (ii) immediately after giving effect to such transaction, no Servicer Default and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies with this Section 6.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (iv) prior written notice shall have been delivered to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that which succeeds to all or substantially all the major part of the electric distribution business of the Servicer, (b) that which results from the division of the Servicer into two or more entities Persons and which succeeds to all or substantially all the major part of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party and which succeeds to all or substantially all the major part of the electric distribution business of the Servicer, or (d) that which may succeed to the properties and assets of the Servicer substantially as a whole and which succeeds to the major part of the electric distribution business of the Servicer or (e) which may otherwise succeed to all or substantially all the major part of the electric distribution business of the Servicer, shall be which Person in any of the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no representation and warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default Default, and no event thatwhich, after notice or lapse of time, or both, would become a Servicer Default Default, shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the Indenture each Issuer and each Bond Trustee and the Rating Agencies an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section 5.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and with, (iii) the Rating Agencies shall have received prior written notice of such transaction, (iv) prior written notice the Servicer shall have been delivered to each Issuer, each Bond Trustee and each Rating Agency an Opinion of Counsel either (A) stating that, in the Rating Agenciesopinion of such counsel, all filings, including filings with the PUC pursuant to the Statute, have been executed and filed that are necessary to preserve fully and protect fully the interests of each Issuer in the Serviced Intangible Transition Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing above referenced agreement of assumption and compliance with clauses (i), (ii), (iii) and (iiiv) above shall be conditions precedent to the consummation of the transactions referred to in clauses clause (a), (b), (c) and ), (d) or (e) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that which succeeds to all or substantially all any material part of the electric distribution business of the Servicer, (b) that which results from the division of the Servicer into two or more entities Persons and which succeeds to all or substantially all any material part of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party and which succeeds to all or substantially all any material part of the electric distribution business of the Servicer, or (d) that which may succeed to the properties and assets of the Servicer substantially as a whole and which succeeds to any material part of the electric distribution business of the Servicer or (e) which may otherwise succeed to all or substantially all any material part of the electric distribution business of the Servicer, shall be which Person in any of the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no representation and warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default Default, and no event thatwhich, after notice or lapse of time, or both, would become a Servicer Default Default, shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the PSCWV and the Indenture Trustee and the Rating Agencies an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section 5.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and with, (iii) the Rating Agencies shall have received prior written notice of such transaction, (iv) prior written notice the Servicer shall have been delivered to the Issuer, the Indenture Trustee, the PSCWV and each Rating AgenciesAgency an Opinion of Counsel either stating that, in the opinion of such counsel, (A) all filings, including filings with the PSCWV pursuant to the Statute, have been executed and filed that are necessary to preserve fully and protect fully the interests of the Issuer in the Transferred Environmental Control Property and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing above referenced agreement of assumption and compliance with clauses (i), (ii), (iii) and (iiiv) above shall be conditions precedent to the consummation of the transactions referred to in clauses clause (a), (b), (c) and ), (d) or (e) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that which succeeds to all or substantially all any material part of the electric distribution business of the Servicer, (b) that which results from the division of the Servicer into two or more entities Persons and which succeeds to all or substantially all any material part of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party and which succeeds to all or substantially all any material part of the electric distribution business of the Servicer, or (d) that which may succeed to the properties and assets of the Servicer substantially as a whole and which succeeds to any material part of the electric distribution business of the Servicer or (e) which may otherwise succeed to all or substantially all any material part of the electric distribution business of the Servicer, shall be which Person in any of the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no representation and warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default Default, and no event thatwhich, after notice or lapse of time, or both, would become a Servicer Default Default, shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the PSCWV and the Indenture Trustee and the Rating Agencies an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section 5.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and with, (iii) the Rating Agencies shall have received prior written notice of such transaction, (iv) prior written notice the Servicer shall have been delivered to the Issuer, the Indenture Trustee, the PSCWV and each Rating AgenciesAgency an Opinion of Counsel either stating that, in the opinion of such counsel, (A) all filings, including filings with the PSCWV pursuant to the Statute, have been executed and filed that are necessary to preserve fully and protect fully the interests of the Issuer in the Environmental Control Property and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing above referenced agreement of assumption and compliance with clauses (i), (ii), (iii) and (iiiv) above shall be conditions precedent to the consummation of the transactions referred to in clauses clause (a), (b), (c) and ), (d) or (e) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and succeeds to all or substantially all assets of the electric distribution business of the ServicerServicer substantially as a whole, or (d) that may otherwise succeed with respect to all the Servicer’s obligations hereunder, which is a corporation 50% or substantially all more of the electric distribution business voting stock of the Servicerwhich is owned, shall be the successor to the Servicer under this Agreement; provideddirectly or indirectly, howeverby Deere, that (i) such successor must execute which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no Servicer Default Default, and no event thatwhich, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, Owner Trustee and the Indenture Trustee and the Rating Agencies an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) prior written notice the Servicer shall have been delivered to the Rating AgenciesOwner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iiiv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b), (c) and or (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that which succeeds to all or substantially all the major part of the electric distribution business of the Servicer, (b) that which results from the division of the Servicer into two or more entities Persons and which succeeds to all or substantially all the major part of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party and which succeeds to all or substantially all the major part of the electric distribution business of the Servicer, or (d) that which may succeed to the properties and assets of the Servicer substantially as a whole and which succeeds to the major part of the electric distribution business of the Servicer or (e) which may otherwise succeed to all or substantially all the major part of the electric distribution business of the Servicer, shall be which Person in any of the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no representation and warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default Default, and no event thatwhich, after notice or lapse of time, or both, would become a Servicer Default Default, shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the Indenture Trustee Issuer and the Rating Agencies Bond Trustee an Officers’ ' Certificate and an Opinion of Counsel each the stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section 5.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and with, (iii) the Rating Agencies shall have received prior written notice of such transaction, (iv) prior written notice the Servicer shall have been delivered to the Issuer, the Bond Trustee and the Rating AgenciesAgency an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings with the PUC pursuant to the Statute, have been executed and filed that are necessary to preserve fully and protect fully the interests of the Issuer in the Serviced Intangible Transition Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing above referenced agreement of assumption and compliance with clauses (i), (ii), (iii) and (iiiv) above shall be conditions precedent to the consummation of the transactions referred to in clauses clause (a), (b), (c) and ), (d) or (e) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party or (c) which may succeed to the properties and succeeds to all or substantially all of the electric distribution business assets of the Servicer, or (d) that may otherwise succeed to all or substantially all of the electric distribution business of the Serviceras a whole, shall be the successor to the Servicer under without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) such successor must execute the surviving Servicer if other than Oxford Resources Corp., executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached and no Servicer Default Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Indenture Owner Trustee and the Rating Agencies Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with and respect to such transaction, (iv) prior written notice the surviving Servicer shall have been delivered a consolidated net worth at least equal to that of the predecessor Servicer, and (v) such transaction will not result in a material adverse Federal or state tax consequence to the Rating Agencies. Notwithstanding anything herein to the contraryIssuer, the execution of Noteholders or the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this AgreementCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger merger, conversion or consolidation to which the Servicer shall be a party and succeeds to all or substantially all of the electric distribution business of the Servicer, or (dc) that which may otherwise succeed to all or substantially all of the electric distribution business of the Servicer, shall be which corporation in any of the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this 20[__]-[__] SUBI Servicing Supplement, shall be the successor to the Servicer under this 20[__]-[__] SUBI Servicing Supplement without the execution or filing of any paper or any further act on the part of any of the parties to this 20[__]-[__] SUBI Servicing Supplement; provided, however, that (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than California), and no Servicer Default Default, and no event thatwhich, after notice or lapse of time, or both, would become a Servicer Default Default, shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the Indenture Titling Trustee and the Rating Agencies 20[__]-[__] Securitization Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent provided for in this Agreement 20[__]-[__] SUBI Servicing Supplement relating to such transaction have been complied with with, (iii) the Servicer shall have given 10 days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have notified the Titling Trustee or the 20[__]-[__] Securitization Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes, (iv) prior written notice immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the 20[__]-[__] Administration Agreement in accordance with Section 8 thereof and (v) the Servicer shall have been delivered to the Rating AgenciesTitling Trustee and the 20[__]-[__] Securitization Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the 20[__]-[__] Securitization Trustee in the 20[__] SUBI Certificate and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (iiv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b), ) or (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party and succeeds to all or substantially all of the electric distribution business of the Servicerparty, or (dc) that which may otherwise succeed to all or substantially all of the electric distribution business properties and assets of the Servicer's indirect automobile financing or receivables servicing business or (d) that is an Affiliate, shall be which Person in any of the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no Servicer Default Event of Default, and no event thatwhich, after notice or lapse of time, or both, would become a Servicer an Event of Default shall have occurred happened and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section 13.02 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (iviii) the Servicer shall have delivered an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interests of the Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding the foregoing, the Servicer shall not engage in any merger or consolidation in which it is not the surviving corporation without the prior written notice shall have been delivered to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution consent of the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall Insurer, not to be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreementunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicer, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that may result from any merger or consolidation to which the Servicer shall be a party and succeeds to all or substantially all of the electric distribution business of the Servicer, or (d) that may otherwise succeed to all or substantially all of the electric transmission or distribution business of the Servicer, shall be the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute an agreement of assumption to perform every obligation of the Servicer hereunder, (ii) immediately after giving effect to such transaction, no Servicer Default and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Indenture each Trustee and the Rating Agencies an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (iv) prior written notice shall have been delivered to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, Agreement other than those that specifically survive a termination indemnification obligations relating to acts or omissions of this Agreementthe prior Servicer prior to such release.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and succeeds to all or substantially all assets of the electric distribution business of the Servicer, Servicer substantially as a whole or (d) that may otherwise succeed with respect to all the Servicer's obligations hereunder, which is a corporation 50% or substantially all more of the electric distribution business voting stock of which is owned, directly or indirectly, by ____________, which Person executed an agreement of assumption to perform every obligation of the Servicer, Servicer hereunder shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) such successor must execute an agreement of assumption to perform every obligation of the Servicer hereunder, (ii) immediately after giving effect to such transaction, no Servicer Event of Default and no event thatwhich, after notice or lapse of time, or both, would become a Servicer an Event of Default shall have occurred happened and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) prior written notice the Servicer shall have been delivered to the Rating AgenciesTrustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iiiv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), ) or (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (a) into which the Servicer may be merged or consolidated and that which succeeds to all or substantially all of the electric distribution business of the Servicer, , (b) that which results from the division of the Servicer into two or more entities Persons and which succeeds to all or substantially all of the electric distribution business of the Servicer, , (c) that which may result from any merger or consolidation to which the Servicer shall be a party and which succeeds to all or substantially all of the electric distribution business of the Servicer, or , (d) that which may succeed to the properties and assets of the Servicer substantially as a whole and which succeeds to all or substantially all of the electric distribution business of the Servicer or (e) which may otherwise succeed to all or substantially all of the electric distribution business of the Servicer, shall be which Person in any of the successor foregoing cases, as a condition to the Servicer under this Agreement; providedeffectiveness of such transaction, however, that (i) such successor must shall execute an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that: (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default Default, shall have occurred and be continuing, , (iiiii) the Servicer shall have delivered to the Issuer, the Indenture Trustee Issuer and the Rating Agencies Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section 5.03 and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have delivered to the Issuer and to the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings to be made by the Servicer, including filings with the PUC pursuant to the Competition Act, that are necessary fully to preserve and protect the interests of the Trustee in the Transferred Intangible Transition Property have been executed and filed and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interests. (iv) the Rating Agencies shall have received prior written notice of such transaction; and (v) the Servicer shall have been delivered to the Rating Agencies. Notwithstanding anything herein Issuer and the Trustee an opinion of independent tax counsel (as selected by, and in form and substance reasonably satisfactory to, the Servicer, and which may be based on a ruling from the Internal Revenue Service) to the contraryeffect that, for federal income tax purposes, such consolidation or merger will not result in a material adverse federal income tax consequence to the Servicer, the execution of Issuer, the foregoing agreement of assumption and compliance with clauses (i) and (ii) above Trustee or the then existing Transition Bondholders. The Servicer shall be conditions to the consummation of the transactions not consummate any transaction referred to in clauses (a), (b), (c), (d) or (e) above except upon execution of the above described agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (dv) above. If all When any Person acquires the conditions properties and assets of the Servicer substantially as a whole and becomes the successor to any such assumption are metthe Servicer in accordance with the terms of this Section 5.03, then upon the prior satisfaction of all of the other conditions of this Section 5.03, the Servicer will shall automatically and without further notice be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreementhereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and succeeds to all or substantially all assets of the electric distribution business of the Servicer, Servicer substantially as a whole or (d) that may otherwise succeed with respect to all the Servicer's obligations hereunder, which is a corporation 50% or substantially all more of the electric distribution business voting stock of the Servicerwhich is owned, shall be the successor to the Servicer under this Agreement; provideddirectly or indirectly, howeverby World Omni Financial Corp., that (i) such successor must execute which Person executed an agreement of assumption to perform every obligation of the Servicer hereunderhereunder shall be the successor to the Servicer under the Agreement without further act on the part of any of the parties to the Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no Servicer Event of Default and no event thatwhich, after notice or lapse of time, or both, would become a Servicer an Event of Default shall have occurred happened and be continuing, (iiiii) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent provided for in this the Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) prior written notice the Servicer shall have been delivered to the Rating AgenciesTrustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iiiv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), ) or (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and succeeds to all or assets of Servicer, substantially all of the electric distribution business of the Serviceras a whole, or (d) that may otherwise succeed to all or substantially all 50% of the electric distribution business voting stock of the Servicerwhich is owned directly or indirectly by AmSouth Bancorporation, shall be may become the successor to Servicer; provided that, unless AmSouth Bank is the surviving party to such transaction, Servicer under this Agreement; provided, however, hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) such successor must execute the surviving Servicer if other than AmSouth Bank, executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached and no Servicer Default Termination Event, and no event that, after notice or lapse of time, or both, would become a Servicer Default Termination Event shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Owner Trustee and Indenture Trustee and the Rating Agencies an Officers’ Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with and respect to such transaction, (iv) prior written notice the surviving Servicer shall have been delivered a consolidated net worth at least equal to that of the Rating Agencies. Notwithstanding anything herein predecessor Servicer, and (v) such transaction will not result in a material adverse Federal or state tax consequence to the contraryIssuer, the execution of Noteholders or the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this AgreementCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and succeeds to all or assets of Servicer, substantially all of the electric distribution business of the Serviceras a whole, or (d) that may otherwise succeed to all or substantially all 50% of the electric distribution business voting stock of the Servicerwhich is owned directly or indirectly by AmSouth Bancorporation, shall be may become the successor to Servicer; provided that, unless AmSouth is the surviving party to such transaction, Servicer under this Agreement; provided, however, hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) such successor must execute the surviving Servicer if other than AmSouth, executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached and no Servicer Default Termination Event, and no event that, after notice or lapse of time, or both, would become a Servicer Default Termination Event shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Owner Trustee and Indenture Trustee and the Rating Agencies an Officers’ Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that 37 SALE AND SERVICING AGREEMENT all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with and respect to such transaction, (iv) prior written notice the surviving Servicer shall have been delivered a consolidated net worth at least equal to that of the Rating Agencies. Notwithstanding anything herein predecessor Servicer, and (v) such transaction will not result in a material adverse Federal or state tax consequence to the contraryIssuer, the execution of Noteholders or the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this AgreementCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicer, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that may result from any merger or consolidation to which the Servicer shall be a party and succeeds to all or substantially all of the electric distribution business of the Servicer, or (d) that may otherwise succeed to all or substantially all of the electric transmission or distribution business of the Servicer, shall be the successor to the Servicer under this Agreement; provided, however, that (i) such successor must execute an agreement of assumption to perform every obligation of the Servicer hereunder, (ii) immediately after giving effect to such transaction, no Servicer Default and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (iv) prior written notice shall have been delivered to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and succeeds to all or assets of Servicer, substantially all of the electric distribution business of the Serviceras a whole, or (d) that may otherwise succeed to all or substantially all 50% of the electric distribution business voting stock of which is owned directly or indirectly by AmSouth Bancorporation, may become the 37 SALE AND SERVICING AGREEMENT successor to Servicer; provided that, unless AmSouth is the surviving party to such transaction, Servicer hereby covenants that it will not consummate any of the Servicer, shall be foregoing transactions except upon satisfaction of the successor to the Servicer under this Agreement; provided, however, that following: (i) such successor must execute the surviving Servicer if other than AmSouth, executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached and no Servicer Default Termination Event, and no event that, after notice or lapse of time, or both, would become a Servicer Default Termination Event shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Owner Trustee and Indenture Trustee and the Rating Agencies an Officers’ Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with and respect to such transaction, (iv) prior written notice the surviving Servicer shall have been delivered a consolidated net worth at least equal to that of the Rating Agencies. Notwithstanding anything herein predecessor Servicer, and (v) such transaction will not result in a material adverse Federal or state tax consequence to the contraryIssuer, the execution of Noteholders or the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this AgreementCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated and that succeeds to all or substantially all of the electric distribution business of the Servicerconsolidated, (b) that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that which may result from any merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and succeeds to all or assets of Servicer, substantially all of the electric distribution business of the Serviceras a whole, or (d) that may otherwise succeed to all or substantially all 50% of the electric distribution business voting stock of the Servicerwhich is owned directly or indirectly by Xxxxx Fargo & Company, shall be may become the successor to Servicer; provided that, unless Xxxxx Fargo Bank, N.A. is the surviving party to such transaction, Servicer under this Agreement; provided, however, hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) such successor must execute the surviving Servicer, if other than Xxxxx Fargo Bank, N.A., executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to SECTION 7.1 shall have been breached and no Servicer Default Termination Event, and no event that, after notice or lapse of time, or both, would become a Servicer Default Termination Event shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Issuer, the Owner Trustee and Indenture Trustee and the Rating Agencies an Officers’ Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies comply with this Section and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with and respect to such transaction, (iv) prior written notice the surviving Servicer shall have been delivered a consolidated net worth at least equal to that of the Rating Agencies. Notwithstanding anything herein predecessor Servicer, and (v) such transaction will not result in a material adverse Federal or state tax consequence to the contraryIssuer, the execution of Noteholders or the foregoing agreement of assumption and compliance with clauses (i) and (ii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) and (d) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this AgreementCertificateholders.