Common use of MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER Clause in Contracts

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person: (a) into which the Seller may be merged, converted or consolidated and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which the Louisiana Commission designates in connection with an order relating to such split), (b) which results from the division of the Seller into two or more Persons and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which the Louisiana Commission designates in connection with an order relating to such split), (c) which may result from any merger, conversion or consolidation to which the Seller shall be a party and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which the Louisiana Commission designates in connection with an order relating to such split), (d) which may purchase or otherwise succeed to the properties and assets of the Seller in the State of Louisiana substantially as a whole and which purchases or to otherwise succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which the Louisiana Commission designates in connection with an order relating to such split), or (e) which may otherwise purchase or succeed to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which the Louisiana Commission designates in connection with an order relating to such split), which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement (a “Permitted Successor”), shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation, warranty or covenant made by the Seller pursuant to Article III or Article IV shall have been breached in any material respect and, to the extent the Seller is the Servicer, 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, (ii) the Rating Agencies shall have received prior written notice of such transaction, (iii) the Seller shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger, division or succession and such agreement of assumption comply with this Section 5.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Seller shall have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings to be made by the Seller, including filings with the Louisiana Commission pursuant to the Securitization Act and the UCC (as enacted in the applicable jurisdictions), that are necessary fully to preserve and protect the respective interests of the Issuer and the Indenture Trustee in the Storm Recovery 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, and (v) the Seller shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an opinion of independent tax counsel (as selected by, and in form and substance satisfactory to the Seller, and which may be based on a ruling from the Internal Revenue Service) to the effect that, for federal income tax purposes, such transaction will not result in a material adverse federal income tax consequence to the Issuer, the Indenture Trustee or the Storm Recovery Bondholders. The Seller shall 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 (v) above. When any Person acquires the properties and assets of the Seller in the State of Louisiana substantially as a whole and succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which the Louisiana Commission designates in connection with an order relating to such split), or otherwise becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon the satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from its obligations hereunder.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person: (a) into which the Seller may be merged, converted or consolidated and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), (b) which results from the division of the Seller into two or more Persons and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), (c) which may result from any merger, conversion or consolidation to which the Seller shall be a party and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), (d) which may purchase or otherwise succeed to the properties and assets of the Seller in the State of Louisiana substantially as a whole and which purchases or to otherwise succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), or (e) which may otherwise purchase or succeed to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement (a “Permitted Successor”)Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that that (i) immediately after giving effect to such transaction, no representation, representation or warranty or covenant made by the Seller pursuant to Article III or Article IV shall have been breached in any material respect and, to the extent the Seller is the Servicer, 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, (ii) the Rating Agencies shall have received prior written notice of such transaction, (iii) the Seller shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger, division or succession and such agreement of assumption comply with this Section 5.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Seller shall have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings to be made by the Seller, including filings with the Louisiana Commission pursuant to the Securitization Act and the UCC (as enacted in the applicable jurisdictions), that are necessary fully to preserve and protect the respective interests of the Issuer and the Indenture Trustee in the Storm Recovery 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, and (v) the Seller shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an opinion of independent tax counsel (as selected by, and in form and substance satisfactory to the Seller, and which may be based on a ruling from the Internal Revenue Service) to the effect that, for federal income tax purposes, such transaction will not result in a material adverse federal income tax consequence to the Issuer, the Indenture Trustee or the Storm Recovery Bondholders. The Seller shall 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 (v) above. When any Person acquires the properties and assets of the Seller in the State of Louisiana substantially as a whole and succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which the Louisiana Commission designates in connection with an order relating to such split), or otherwise becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon the satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from its obligations hereunder.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person: (a) into which the Seller may be merged, converted or consolidated and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), (b) which results from the division of the Seller into two or more Persons and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), (c) which may result from any merger, conversion or consolidation to which the Seller shall be a party and which succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), (d) which may purchase or otherwise succeed to the properties and assets of the Seller in the State of Louisiana substantially as a whole and which purchases or to otherwise succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), or (e) which may otherwise purchase or succeed to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement (a “Permitted Successor”)Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that that (i) immediately after giving effect to such transaction, no representation, representation or warranty or covenant made by the Seller pursuant to Article III or Article IV shall have been breached in any material respect and, to the extent the Seller is the Servicer, 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, (ii) the Rating Agencies shall have received prior written notice of such transaction, (iii) the Seller shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger, division or succession and such agreement of assumption comply with this Section 5.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Seller shall have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings to be made by the Seller, including filings with the Louisiana Commission PUCT pursuant to the Securitization Restructuring Act and the UCC (as enacted in the applicable jurisdictions)UCC, that are necessary fully to preserve and protect the respective interests of the Issuer and the Indenture Trustee in the Storm Recovery 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, and (v) the Seller shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an opinion of independent tax counsel (as selected by, and in form and substance satisfactory to the Seller, and which may be based on a ruling from the Internal Revenue Service) to the effect that, for federal income tax purposes, such transaction will not result in a material adverse federal income tax consequence to the Issuer, the Indenture Trustee or the Storm Recovery Transition Bondholders. The Seller shall 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 (v) above. When any Person acquires the properties and assets of the Seller in the State of Louisiana substantially as a whole and succeeds to all or substantially all of the electric transmission and distribution business of the Seller in the State of Louisiana (or, if the transmission and distribution business is split, any Person which provides distribution service directly to a majority of the Louisiana Commission designates retail electric customers in connection with an order relating to such splitthe Seller’s certificated service area as it existed on May 1, 1999), or otherwise becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon the satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from its obligations hereunder.